Under Reg CF (Rule 204), a public advertisement can only state very basic terms of the offering if it directs the user to the portal's Form C filing page.
The practical examples below detail what to avoid and what to use when scripting hooks and writing copy for Meta and TikTok.
Meta (Facebook & Instagram) Examples
❌ Non-Compliant Meta Ad
Headline: Passive Income Made Easy: Earn 14% Target Returns by Investing with Us!
Primary Text: Are you a high-net-worth investor looking to beat inflation? We're opening up our institutional private fund to the public for a limited time. Lock in your shares before valuation goes up. Tap below to secure your guaranteed cash flow today!
Why it's illegal:
- "Are you a high-net-worth investor?" – Meta's ad policies strictly prohibit targeting or calling out personal financial traits. The ad will be flagged and rejected instantly by the platform.
- "Earn 14% Target Returns / Guaranteed Cash Flow" – The SEC Marketing Rule aggressively penalizes unbacked target metrics or promising guaranteed safety. Private offerings can never guarantee principal or returns.
- Urgency/Fear of Missing Out (FOMO) – Overhyping terms without linking directly to the risk disclosures is a massive anti-fraud red flag.
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Compliant Meta Ad
Headline: Our Community Investment Round is Officially Open 🚀
Primary Text: We built our clean energy fund to modernize the electrical grid, and now we are allowing our community to own a piece of it. Whether you are an everyday retail investor or an accredited investor looking for private allocation, you can now join our mission.
Click below to view our official offering terms, learn about our target asset class, and read our formal disclosures on [Platform Name].
(Attachment Graphic Disclaimer): This is an offering of securities under Reg CF & Reg D 506(c). Investments are speculative, illiquid, and carry risk. Past performance does not guarantee future results.
Why it works legally: It focuses on the mission and the company identity, acknowledges the dual nature of the raise (retail vs. accredited), makes no baseline financial promises, and directs the user to the official portal where full disclosures exi
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TikTok Video Hook & Script Examples
❌ Non-Compliant TikTok Script
Visual: Founder sitting in front of a green screen showing a graph going steeply up.
Hook (0–3s): "If you have $1,000 sitting in a savings account, you are losing money. Here is how you can use our new fund to turn that into $10,000 by investing alongside Wall Street insiders."
Body (3–15s): "We’re launching our new round via Reg CF, meaning anyone can invest. We're valuing the company at $20M, and shares are only $10. We already have 500 accredited investors lined up, so you need to move fast before this closes next week."
Why it's illegal:
- "Turn $1,000 into $10,000" – Blatant, unauthorized forward-looking statement without absolute historical backing and standard risk disclosures.
- Reg CF Rule 204 Violation – You explicitly stated the share price ($10) and valuation ($20M) inside a highly conversational social media video without concurrently displaying the Form C location and risks in the same visual breath.
Compliant TikTok Script
Visual: Fast-paced, engaging shots of the founder working with their team, text overlays popping up, ending on a phone screen showing the investment portal.
Hook (0–3s): "Venture capital used to be a closed door, reserved strictly for the top 1% of wealthy investors. We are changing that today."
Body (3–20s): "For the last three years, our team has been working to solve [Problem]. Today, we’re taking a different approach to funding our growth. Instead of going straight to traditional banks, we are opening up a parallel investment round. This means everyday retail supporters can invest through Regulation Crowdfunding, and accredited investors can participate via Reg D. We are building this alongside the people who actually care about our mission."
Visual Overlay (20–30s): Text on screen: "Investments carry risk. Visit [Link in Bio/Portal URL] for our official SEC Form C filing, terms, and full disclosures."
Why it works legally: It utilizes the "Founder's Journey" narrative style native to TikTok. It remains compliant because it avoids promoting unbacked returns or illegal standalone deal structures, and treats the call to action as an invitation to read the official legal filings rather than an impulsive checkout screen.
Summary Framework for Ad Copy Creators
When generating variants for testing, use this baseline framework to evaluate every ad copy angle:
| Element | Keep It Clean ✅ | Throw It Out ❌ |
|---|---|---|
| Returns | Focus on asset class history or general fund objectives (e.g., "seeking long-term capital appreciation"). | Never use specific percentages, targets, IRRs, or "guaranteed" yields in the copy. |
| Targeting | Speak to affinity groups (e.g., "For those passionate about tech innovation..."). | Never use demographic profiling syntax ("Hey Accredited Investors...", "Got $200k income?"). |
| CF Terms | State: "Our public round is live on [Portal Name]." | Never post standalone numbers ("Buy at $1.50 a share right now!") without full Form C proximity. |
| Disclosures | Clear, visible text overlay or text at the bottom of the image/first line of caption. | Hiding disclaimers behind a "See More" break or in the 5th comment of a video thread. |