Entoro Reg A+ Monthly Newsletter March 06

March 6, 2024


In this edition of our newsletter, we're excited to share a valuable tip for companies considering a Regulation A+ offering: leveraging Test-the-Waters (TTW) communications. TTW communications allow companies to gauge investor interest in their offering before filing with the Securities and Exchange Commission (SEC). Here's how you can make the most of TTW communications for a successful Regulation A+ offering:

Understanding Test-the-Waters Communications:

TTW communications enable companies to solicit indications of interest from potential investors before committing to a formal offering. These communications can take the form of meetings, presentations, or written materials and are exempt from certain securities regulations.

Tip: Use TTW Communications Strategically

  1. Engage Early: Start TTW communications early in the planning process. Engaging potential investors and building relationships before filing can help generate momentum and interest in your offering.
  2. Tailor Your Message: Customize your TTW communications to resonate with your target audience. Highlight key aspects of your offering, such as your company's growth potential, market position, and competitive advantage.
  3. Provide Clear Information: Offer clear and concise information about your offering, including the investment opportunity, risks, and financial projections. Transparency is key to building trust with potential investors.
  4. Seek Feedback: Use TTW communications as an opportunity to gather feedback from potential investors. This feedback can help you refine your offering and tailor it to meet investor expectations.
  5. Stay Compliant: Ensure that your TTW communications comply with SEC regulations. While TTW communications are exempt from certain regulations, it's important to adhere to the rules to avoid potential issues.


Leveraging Test-the-Waters communications can be a strategic tool in your Regulation A+ offering, allowing you to gauge investor interest, gather feedback, and build momentum for your offering. By using TTW communications strategically and compliantly, you can enhance the success of your Regulation A+ offering and attract the right investors for your company's growth.

We hope you find this tip helpful as you navigate the Regulation A+ landscape. Stay tuned for more insights and updates in future editions of our newsletter.


Avvenire Electric Vehicles Corp. is on a mission to become a global leader in the Electric Vehicle (EV) market by developing the next generation of cutting-edge, cost-effective and environmentally-sustainable lineup of holistic transportation solutions for everyday use.

Key Highlights:

  • Current pre-order book exceeds USD $1.1 Billion for Avvenire products
  • Established dealer network with over 200 dealers ready to take new Avvenire Products and over 300 new dealer requests, for a total of over 500 potential dealers
  • Management team includes pioneers in the LEV industry in Canada leaning on decades of experience
  • Strong advisory board to achieve the hypergrowth expected
  • Manufacturing plans to add 270,000 square-foot plant in place to add to production and distribution from present 75,000 square-foot location

Avvenire is raising $75 million through Regulation A+, for more information view the offering view the offering circular here.

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Navigating Pre-IPO Engagement: The Role of “Testing the Waters”

In today’s financial markets, companies seeking growth leverage strategic foresight. One critical mechanism is “Testing the Waters” under Regulation A, also known as Reg A. This provision allows issuers to engage with potential investors before making formal regulatory submissions, enabling them to assess market interest and tailor their offerings accordingly.‍

Regulatory Framework and Strategic Engagement

The “Testing the Waters” provision allows issuers to solicit interest from a broad investor base, including accredited and non-accredited investors, prior to the SEC filing. This pre-marketing strategy is instrumental in assessing the market’s appetite for the offering, providing invaluable insights that can significantly influence the structuring of the final offering.

Read More!


What is Testing The Waters in Regulation A+?

The SEC created this program so companies can make this test before having to spend the time and money it takes to make an SEC filing and get an audit done. The SEC allows companies to market themselves in Testing The Waters (TM) with few restrictions. So companies can cost-effectively conduct a test using social media, email, online advertising and more.

When you have run a test for a couple of months, it will be clear if there is enough enthusiasm for your company to justify doing a Reg A+ offering. If you choose to move forward, you can then get an audit done, get the SEC filing underway and return to make your live investment offering when you are ready. Testing The Waters (TM) enables companies to test market themselves to see if there is enough investor interest to make a Regulation A+ capital raise successfully.

How to market your Regulation A + company offering

One of the great things about the Reg A+ system is that you are allowed to market your company widely. It's the opposite of the traditional IPO "Quiet Period". This means that you are allowed (and you won't succeed if you don't do this) to market your company and gather non-binding reservations before SEC Qualification of your Offering. After SEC Qualification, you can actively market to actual investors through all methods to generate investments. Of course, doing this requires a dedicated and effective marketing program that covers all the bases - 360 degree marketing. That means testing marketing messages, the creation of a beautiful and clearly written offering that appeals to your audience, a compelling and short video, PR, advertising, social media, influencer marketing and more. Project management and the coordinated combination of all the moving parts is a significant skill that most agencies don't need but that is essential in crowd investor marketing. We work with some very talented marketing agencies that specialize in the kind of marketing that is needed. We will introduce you to them.


See why so many Issuers trust us to facilitate a successful offering.

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Entoro Capital is a FINRA-registered Broker-Dealer in all 50 states, Puerto Rico, and the District of Columbia. The top choice for a Reg A+ broker-dealer and will answer all your questions.  We support Issuers through the entire Reg A+ process from pre-filing preparation, to SEC review, marketing selection, and completion of the offering. Call Entoro today and let our team show you how to Reg A+ the right way.


Morgan Sills                                

Director – Investment Banking                                  
Entoro Capital, LLC                                                      
D: +1 832.987.4051                                                      
E: msills@entoro.com  

Sean Levine

Managing Director

Entoro Capital, LLC

M: +1 917.715.1489

E: slevine@entoro.com