Understanding Reservation Campaigns

What are Reservation Campaigns?

Reservation Campaigns allow companies to gauge market interest in potential securities offerings before committing to a formal raise. This innovative feature leverages the SEC's Test-the-Waters (TTW) process, enabling businesses to assess investor demand without the significant costs typically associated with a full offering.

What is the Test-the-Waters (TTW) Process?

TTW is a regulatory framework introduced by the SEC that allows issuers to communicate with potential investors to measure interest in a prospective offering. By collecting non-binding indications of interest, companies can validate demand, adjust their strategies based on feedback, and ensure a compelling offering at launch.

Onboarding Readiness for TTW

• Company Formation
• Purpose: TTW campaigns require a properly formed legal entity in good standing, to appear trustworthy and credible to potential investors.
• Next Steps: Confirm your business entity is active and prepared to engage in investment-related activities.
• DealMaker Support: We provide guidance on legal entity requirements and necessary documentation for onboarding.

• Pitch Deck

• Your pitch deck is the heart of your TTW campaign. It tells your story, demonstrates your potential, and excites investors about your company's vision.
• What to Include:
• Compelling Introduction: Who you are, your mission, and why now.
• Market Opportunity: The problem you're solving and the size of the opportunity.
• Traction and Roadmap: Highlight growth milestones, partnerships, and future plans.
• Use of Funds: Explain how investor contributions will fuel your next stage of growth.
• Your Next Step: Finalize your pitch deck and submit it for use in building your campaign materials.

• DealMaker Support: We assist with your pitch deck to develop a branded landing page and other communication channels.

• Landing Page & Disclosures

• Purpose: A dedicated landing page for your TTW campaign serves as the central hub to collect indications of interest, complying with regulatory requirements.
• Key Disclosures to Include:
• No Money or Other Consideration is Being Solicited: Clarifies that this is not a formal offering.
• No Offers Can Be Accepted Until the Offering is Filed: Ensures compliance with regulatory standards.
• Expressions of Interest are Non-Binding: Clearly communicates that potential investors are not committing to invest.
• Example Landing Page Disclosure Language:

“The company is seeking “indications of interest” pursuant to regulation cf under the Securities Act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. The company is not under any obligation to make an offering under regulation cf. it may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering might not be made under regulation cf. If the company does go ahead with an offering, no offer to buy the securities can be accepted and no part of the purchase price can be received until it has filed an offering statement with the securities and exchange commission (SEC) and only then accepted through the intermediary’s platform. The information in that offering statement will be more complete than the information the company is providing now, and could differ in important ways. you must read the documents filed with the sec before investing. No money or other consideration is being solicited with the indications of interest, and if sent in response, will not be accepted. Indications of interest involve no obligation or commitment of any kind.”

• If there are any forward-looking statements used in the solicitations, include:

“This website may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company's management. When used in the offering materials, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect management's current views with respect to future events and are subject to risks and uncertainties that could cause the company's actual results to differ materially from those contained in the forward-looking statements. investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. the company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.”

• Social Media / Emails:

“No offer to buy or sell securities is being made. No money is being solicited and if sent will be returned. Future offerings will be made through a registered broker-dealer after an offering statement is filed. Indications of Interest involve no obligations or commitment of any kind”

Please note it is best practice to confirm your disclosures with your advising counsel.

• Your Next Step: Use these disclosures to guide the content and structure of your landing page.
• DealMaker Support: We provide end-to-end landing page development, including copywriting, design, and analytics integration.

• Marketing and Investor Engagement

• A successful TTW campaign relies on effective marketing strategies to generate excitement and attract potential investors.
• Pre-Launch Marketing:
• Establish a communications calendar for email, social media, and other channels.
• Develop exclusive perks for early participants to incentivize reservations.
• Live TTW Campaign:
• Share updates regularly, including milestones, achievements, and progress toward your raise goal.
• Utilize email campaigns, webinars, and SMS to maintain momentum and engagement.
• Your Next Step: Combine organic and paid campaign strategies to build an enthusiastic investor base.
• DealMaker Support: We offer guidance on campaign communications, copywriting, and performance tracking.

• Campaign Timeline and Key Phases

• Phase 1: Preparation (4–6 Weeks)
• Finalize marketing assets, including your pitch deck and landing page.
• Build your audience through organic engagement.
• Phase 2: Live TTW Campaign (1–2 Months)
• Launch the campaign with targeted email and social media strategies.
• Maintain communication to sustain investor momentum.
• Phase 3: Transition to Private Live Period (2–3 Weeks)
• Notify reservation holders to formally convert their indications of interest into investments.
• Enable exclusive perks to incentivize conversions.
• Phase 4: Live Offering (Post-TTW)
• Launch your Regulation CF or Regulation A+ offering leveraging early momentum.

• Announce key investor commitments to drive participation.

• Managing Investor Expectations

• Clear communication is essential throughout your TTW campaign to build trust and credibility.
• Best Practices for Engagement:
• Transparency: Explain that campaign terms, valuation, and disclosures are preliminary and subject to change.
• Timeliness: Regularly share updates about progress and any changes.
• Feedback: Use interactions to refine your strategy and highlight areas of interest.

• Leveraging Data and Insights

• Data collection during TTW allows real-time strategy adjustments.
• Key Metrics to Evaluate:
• Number of indications of interest submitted.
• Engagement rates on marketing campaigns.
• How to Use Data:
• Refine Your Messaging: Focus on elements resonating with your audience.
• Optimize Advertising: Reallocate budgets to high-performing channels.
• Build Momentum: Utilize early indicators to foster credibility in your offerings.

DealMaker Support for TTW Campaigns

Partnering with DealMaker ensures a seamless TTW launch:

• Custom Landing Pages: Tailored experiences to engage your audience.
• Marketing Tools: Expert copywriting, design, and analytics integration.
• Compliance: Ensure disclosures meet regulatory standards.
• Live Optimization: Track performance and improve outcomes using live data.

Learn More

For a deeper understanding of the regulatory framework around the TTW process, visit the SEC's official article on the TTW process. To navigate the capital raising landscape effectively, refer to our comprehensive capital raising guide.