Note - This is an email chain between Jenny Kassan and other CfPA members discussing the challenges of Testing The Water, that has been edited for brevity. While it is chucked full of useful information, it doesn't constitute legal, financial or compliance advise. As always consulting with a qualified lawyer or SME. This post is for educational purposes only.  - Samson 

Subject: problem with Reg CF Testing the Waters 

From: Jenny Kassan

 
Oct 25, 2021, 10:07 PM

Hello!  I don’t know if anyone has discussed this in our group but there is a big problem with Reg CF testing the waters under Rule 206.

If someone decides to publicly advertise the fact that they are considering doing a Reg CF offering under Rule 206 and then later decides not to do a Reg CF offering and that that they want to do a private offering of securities under Rule 506(b) or Rule 504 instead, they will pretty much be precluded from doing so theoretically forever!

This is because of the int...more