Investor Information
Testing the Waters: What It Means for You
Last updated: April 8, 2026
If you've seen a pledge campaign on ArchMarket, you may have questions about what “testing the waters” means and whether your pledge constitutes an investment. This page explains it in plain terms.
What Is 'Testing the Waters'?
Under U.S. securities law, companies that want to raise money from the public must first go through a formal process — filing documents with the SEC, having them reviewed, and only then soliciting investments. But going through that entire process without knowing if investors are actually interested is expensive and uncertain.
Congress solved this with the JOBS Act of 2012, which created Regulation A+ and a provision called “testing the waters.” Under Rule 255 of Regulation A, a company can communicate with potential investors to gauge interest before filing any official documents — as long as no money is accepted and investors are clearly told the communication is exploratory.
ArchMarket's pledge phase is exactly this. We're using testing the waters to understand which campaigns have enough investor interest to justify opening a formal Regulation A+ offering.
What Is Regulation A+?
Regulation A+ is a type of public offering that allows companies to raise up to $75 million per year from ordinary investors — not just wealthy accredited investors — with less paperwork than a traditional IPO. It was designed specifically to help smaller companies and growth-stage businesses access public capital.
When ArchMarket eventually opens investment on a campaign, it will be through a Regulation A+ offering reviewed and qualified by the SEC. At that point, a full offering circular (similar to a prospectus) will be available for investors to read before committing any money.
What Your Pledge Actually Means
When you submit a pledge on an ArchMarket campaign:
- You are expressing interest — nothing more.
- No money is taken from you, now or later, as a result of the pledge itself.
- You will receive an email notification if and when formal investment opens for that campaign.
- You are free to decide at that point whether to invest, invest a different amount, or not invest at all.
- You can withdraw your indication of interest at any time before investment opens.
What Your Pledge Does NOT Mean
- It is not a contract or legally binding commitment.
- It does not reserve an investment allocation or guarantee you a spot in any offering.
- It does not mean a formal offering will happen. We may decide not to open investment for a given campaign.
- It does not generate any financial return, equity, or ownership interest.
- It is not a donation. No money is transferred.
Frequently Asked Questions
Will I be charged anything when I pledge?
No. Pledging does not trigger any charge, authorization, or hold on your payment method. No financial information is collected during the pledge process.
How will I know when investment formally opens?
You'll receive an email at the address you provided when you pledged. You'll also see a notification in your ArchMarket account if you have one. The campaign page will update from 'pledge mode' to 'investment open.'
What if I change my mind before investment opens?
You can withdraw your pledge at any time by contacting us at investor@madisonmediafund.org. Once a formal offering opens, withdrawal rules are governed by the offering documents.
Is ArchMarket regulated?
ArchMarket is in the process of preparing a Regulation A+ offering with SEC oversight. The testing-the-waters communication (pledge phase) is specifically permitted by Rule 255 before an offering is filed. No securities are currently being offered or sold.
Are pledges insured or protected?
There is nothing to protect — no money changes hands during the pledge phase. When formal investment opens under Regulation A+, the offering will be conducted through a registered broker-dealer and governed by SEC regulations.
What is the investment structure when it does open?
ArchMarket campaigns will offer revenue-share interests in individual series through a Regulation A+ offering. Investors participate in a three-tier revenue waterfall: full recoupment first, then a marketing advance repayment phase, then an ongoing perpetual split. Full details will be in the offering circular.
Still Have Questions?
We're happy to answer questions about the pledge process or our regulatory approach. Contact us at investor@madisonmediafund.org and we'll respond within two business days.