Testing the Waters: How to Gauge Investor Interest Before Your Reg CF Raise

The smartest move before launching a Reg CF campaign is to find out whether your audience will actually invest. The SEC has a legal mechanism for exactly this: Testing the Waters.

What Testing the Waters Is

Under SEC Rule 206, a business can publicly solicit non-binding expressions of interest from potential investors before filing a formal Reg CF offering. No money is exchanged. No securities are sold. No SEC registration required at this stage.

You are simply asking: if we were to open an investment round, would you be interested and at what amount?

What You Can and Cannot Do

You CAN: post a pitch to your social channels, email your list, create a landing page with an expression of interest form, share the opportunity publicly, collect email addresses and stated interest amounts.

You CANNOT: collect actual money, issue any securities, make the language legally binding, fail to clearly disclose that you are only testing the waters and no investment is being solicited yet.

The Language That Matters

Every Testing the Waters communication must include a clear disclosure that the company is gauging investor interest, no money or other consideration is being solicited, and if sent in response to such an indication of interest, no consideration may be accepted until the Form C is filed. RawFunds provides compliant language templates.

How to Run a Testing the Waters Campaign Effectively

Post your pitch across your channels simultaneously. Be specific about what you are raising for and why. Include a range of investment amounts to anchor expectations ($500, $1,000, $2,500, $5,000+). Create an email capture so you can notify interested parties when the raise goes live.

Track the responses carefully: number of expressions of interest, stated investment amounts, and which channels converted best. This data is your raise plan.

What Good Results Look Like

A creator with 20,000 email subscribers testing the waters might see 200-400 expressions of interest at an average stated amount of $750. That is $150K to $300K of signal — enough confidence to file Form C and launch a full raise.

RawFunds Supports Testing the Waters

Every business on RawFunds can run a Testing the Waters campaign before committing to a full raise. Your unique QR code works during this phase. Your expression of interest page is live before any SEC filing. No fees until you decide to raise. Start at RawFunds.com.