Why You're Missing 90% of Potential Investors

The hardest part about raising capital isn’t finding money—it’s earning enough trust that investors offer it.

Learn what’s working right now to attract investors, accelerate trust, and raise capital on autopilot.

Join our FREE Weekly Capital Flow Workshop→ https://capitallystpro.io/workshop

The Capital Flow Podcast helps capital raisers and fund managers create flow in their capital, business, and life by learning from those who’ve built systems that attract resources instead of chasing them. Each week, host Dallon Schultz interviews real capital raisers and industry experts who share the strategies, systems, and stories behind raising millions with trust-based relationships.

In this episode, Dallon Schultz sits down with Nate Dodson, founder of Crowdfunding Lawyers and a securities attorney turned entrepreneur, to break down how capital raising is evolving beyond traditional Reg D strategies. Nate shares how Regulation CF and Regulation A are opening the door to non-accredited investors—unlocking access to the other 90% of the market that most capital raisers overlook. The conversation dives into how to structure offerings, the compliance considerations with FINRA and the SEC, and why marketing—not just legal structure—is the real driver of capital flow. Nate emphasizes the importance of consistency, value-based content, and long-term trust building to attract, nurture, and convert investors. He also shares a free resource for those looking to expand their investor base at crowdfundinglawyers.net/regabrochure and highlights YouTube as his primary platform for educational content.

Sponsor Spotlight
This episode is brought to you by Brad Blazar and Capital School, the Elite Program for Capital Raisers that are looking to scale their business or real estate. 👉 Learn more or access the special offer here: https://go.bradblazar.com/apply-page

Key Takeaways

• Most capital raisers compete for the same 10% of accredited investors, while Regulation CF and Regulation A unlock access to the overlooked 90% of non-accredited investors
• Capital raising is not deal-based—it must be treated as a long-term business built on systems, consistency, and trust
• Consistent, value-driven “drip” communication keeps you top of mind so investors come to you when they are ready—not when you need capital

Resources Mentioned

• Regulation CF and Regulation A as alternative capital raising strategies
• “Building trust through consistent value-based communication” as a core capital raising principle
• CrowdfundingLawyers YouTube channel for educational content

Capitallyst Pro Resources:
Weekly Capital Flow Workshops → https://capitallystpro.io/workshop
Email Deliverability Checklist → https://capitallystpro.io/email
ChatGPT Copywriter SOP → https://capitallystpro.io/copy

Legal Disclaimer: This podcast is intended for informational and educational purposes only. It does not constitute legal, financial, or investment advice, nor is it a solicitation or offer to buy or sell any securities. The hosts and guests share personal experiences and general insights about raising capital compliantly; however, every situation is unique, and compliance with securities laws depends on specific facts and circumstances. Listeners and viewers should seek their own qualified legal, tax, and financial counsel before taking any action. The hosts and production team disclaim any liability for decisions made based on the content of this program.

Transcript

SPEAKER_01 0:00

Always works as long as you have the right approach and do the right thing.

SPEAKER_00 0:29

Podcast is for educational purposes only. Nothing new here on this show is legal or investment advice, nor is it an offer to buy or sell securities. Always consult your own legal and financial professionals before making decisions. All right. Welcome back to another Capital Flow podcast. I'm your host, Alan Schultz. Got an incredible guest with us, Nate Dotson, with us with a crowd of funding lawyer. So we're going to talk about all things capital raising today. And we actually have a securities attorney in the house today.

SPEAKER_01 0:54

You deny it? Absolutely. I'm an entrepreneur. I'm a capital raiser. I'm a deal maker, but uh I just happen to be licensed as an attorney with a law being a widget.

SPEAKER_00 1:04

I love it. And you guys are gonna get a lot of that from Nate today, as he shares his experience and how he's really set up to help people raise more capital. And what I'm looking forward to today, Nate, is we talk all the time on this, bring in different guests, and we say, hey, before you raise any capital, make sure you consult with an attorney, securities attorney. So the fact that we actually have one in here, really looking forward just to the conversation and your new approach to really help people raise more capital, just based on what you're seeing in the industry and how it's shifting. So really excited to get into that. But before we do, share with our listeners a little bit about how you even got into this space.

SPEAKER_01 1:42

Sure. I've always been in this space. I mean, it's like people think about me as a securities attorney, and welcome to your chance for free advice. So, you know, hit me with those legal questions. But even before I was an attorney, I was a stockbroker back when there were stock brokers. Like my first job was banging on a phone and basically a boiler room trying to talk people into buying tech because it was during that internet bubble time. And so it was just sales, sales, sales, sales, and working with investors. And so it's like that's where I came from. And then the internet popped, and okay, I guess I gotta find something new to do, and law school was the direction to go uh to kind of get a little bit uh deeper into it, though. Uh afterwards, I actually worked as a sales consultant at a wholesale annuity shop, and it was helping people sell more annuities. I mean, just kind of goes right along with what my background was. And then you know, finally got that guilty feeling of like, all right, I went to law school. I guess I gotta be an attorney. So I went and got license, but I just applied the exact same concept of helping people now raise more capital and built my entire law firm with that concept in mind and continue to do it to this day.

SPEAKER_00 3:05

And you've been doing that for quite a while.

SPEAKER_01 3:07

You you said 2007 is when you That's when I started my first law firm, Dodson Legal Group. Okay. And it actually survives to this day, also doing divorces and litigation and estate planning, and there's a bunch of attorneys that focus that on that as well. Uh crowdfunding lawyers is kind of my big focus right now, but there's a lot more going on behind the scenes at the same time.

SPEAKER_00 3:35

Yeah, yeah, you've you're definitely a a busy B, that's for sure. But it's it's opened up a lot of opportunities for you as well. And one of the things I want to get into, so when we talk about raising private capital and equity, and especially in the real estate space, we always hear about the reg D 506C, 506B. You've got a a new approach. I want to say new approach, just a different approach that's not publicized or marketed as heavily. So share with us a little bit about that and and why you see the potential here.

SPEAKER_01 4:10

It it actually is very new, and it wasn't very available. I mean, it until 2021, basically, it was worthless. And just more and more people are using crowdfunding as a vehicle and an option to raise capital. And it is, it still ties into that regulation D. I mean, regulation D is still the most used securities exemption there is. And as it being the most used, it's also the most competitive. Everybody's trying to find those accredited investors, the high net worth investors. Everybody is targeting that same 10% of the highest of the net worth. But it's also the other 90% of people that have never had the opportunity to invest into these private real estate deals and private deals that have frankly made people. I mean, real estate has made more millionaires than any other asset class there is, and it just hasn't been available until now. So that's a lot of my focus is both helping people, of course, do hey, let's just do more deals, find more investors. Well, more investors meant focusing on crowdfunding, and there's different regulations that allow you to really expand that.

SPEAKER_00 5:37

So talk specifically about what this exemption is and and the pros of it and some of the challenges that you could see with people trying to effectively execute it. Sure. Well, there's two different paths.

SPEAKER_01 5:51

And let me speak about the easier one is regulation crowdfunding. There's actually a regulation CF that really didn't exist. You could only raise up to a million dollars until 2021, which as you know well, a million dollars goes absolutely nowhere in the real estate realm. So they increase that to five million dollars, which you know still only goes so far in the real estate realm. So uh strategically, we do that uh Reg D Rule 506C that allows you to actually market and marry that side by side with the regulation CF, and it changes the entire dynamic to now you can raise capital from everyone, plus up to five million dollars from non-accredit investors. So you can target that other 90% of America that frankly has never been able to invest in these things ever before, anyways, getting more interest, raising more capital, and growing that much larger.

SPEAKER_00 6:59

So running the Reg D506C to attract the be able to market and and and and promote it and attract the non-c or accredited investors, and then the reg CF, as you connect with people that are like, hey, I want to get I want to get involved, but they're not quite accredited. It's like, hey, here's a way we can get you.

SPEAKER_01 7:20

Now there's a path that literally never existed before.

SPEAKER_00 7:24

And you can raise up to five million dollars within that Reg CF.

SPEAKER_01 7:28

Through the Reg CF. And so we structure it in a way that usually bigger investments, a little bit better return. So you're still encouraging the big investors to invest more, but you're opening up to the smaller investors where maybe you have a minimum of $5,000 or $10,000. Versus the $50 or $100 that you typically see in the BC. Yeah. Yeah. So you can raise more capital from more people. And you can do this. I mean, this is like a smaller strategy because you are capped at that five million dollars.

SPEAKER_00 8:03

Is that total or just for that one fund? Can somebody go out and could that same person start a second reg CF?

SPEAKER_01 8:10

It eats into that five million dollars and it's five million dollars per year. So, hey, I successfully raised two million dollars from non-accredited investors, your next deal you can still raise up to three.

SPEAKER_00 8:21

Per year, you said. Per year. Okay, so they can they can start a new Reg C fund every year and raise up to Okay.

SPEAKER_01 8:29

There's some complications with it, and it's there's more compliance with that. But in terms of a direction, now you're starting to open up that opportunity that has never been there.

SPEAKER_00 8:42

Fascinating. So what have some of the challenges that you've observed? What have you seen with people that are are implementing the strategy? What are some of the the challenges they're running into?

SPEAKER_01 8:54

FINRA. FINRRA is the financial industry's. It's a self-regulating, it's not the government, but every person that is raising capital that's licensed operates under their rules. And from a compliance position, if the SEC is a 50% regulator, they're a hundred and fifty percent regulator looking over everything, digging into everything. So it's actually the regulators that can make it the most difficult, as well as you have to abide by their rules for marketing. So there's some pros and cons with that. Uh it's a great place to kind of start your more general solicitation to the masses, but that's where like once you graduate, once you start getting things rolling, there's other regulations that really are easier. I mean, there's still compliance, but it's you don't have Finra looking over your shoulders, which makes the world of difference.

SPEAKER_00 9:58

I'd imagine I know with with reggae's uh when it comes down to financials, you often have to get you have to get audited financials and there's more oversight. Is that pretty similar with the Reg C F?

SPEAKER_01 10:10

With Reg C F you do audited financials at like the beginning of the deal.

SPEAKER_00 10:16

Okay.

SPEAKER_01 10:17

So I mean in audited financials, you got a brand new company doing a real estate deal. They're cheap, they're easy, they're quick. You got to do that whether or not and the other path that I was alluding to, you mentioned it, regulation A. You also have to do that audited financial with Reg C F it's just the first year. With regulation A, it's every year, but you can do things a lot bigger. So it balances it out a little bit more.

SPEAKER_00 10:49

So let's let's talk a little bit about Reg A. So that sounds like that's more like the big brother to the Reg C F.

SPEAKER_01 10:56

I like to use CF as kind of an entryway because with Regulation A, it does go through the SEC. There is more work on the front end, there's more cost to it, more requirements to it. But then once you're actually running with things, it becomes more like a business platform that you can run for years versus the way that we think about a deal being a deal and you're done. Reg CF is for a deal and you're done. Well, you can use that as the kind of the entryway into having a new business platform, which is more the reggae type approach.

SPEAKER_00 11:38

So before we started recording, I was uh sharing with you that when Paul and I got into capital raising, we had no idea how involved we were gonna have to be with marketing, just branding. Just like we we thought everybody saw the value in real estate the way that that we did. And so when everybody wasn't just signing up, that's when we realized, oh, okay, there's more to this than just compliance. All right. There's there's this whole business side of branding, of marketing. So working with syndicators for years and people that have been raising capital, what have been some of the best ways that you've observed and seen these people effectively market themselves?

SPEAKER_01 12:17

Uh, I feel like that's a good lead-in to your company because honestly, it's that consistency of building trust, bringing value, showing that you're an authority, but more than anything, it's constantly having emails going out, constantly having social media content going out, but being able to expand the awareness, making sure people actually know who you are, what you're doing, and why you're the guy doing it. If you ask me, that's 80% of raising capital. The salesmanship, it's a necessary component. And if you can sell, you can sell anything. But to be able to market yourself towards raising capital, I think it takes a uniqueness that may not really be similar to other industries.

SPEAKER_00 13:13

That's one of the things we've realized is I mean, when you're when you're raising capital, it's it's a long-term play. When people get involved in these deals, they're involved for three to five years. It's not like you're you're selling a little doodad or something that that will somebody can experience right away.

SPEAKER_01 13:31

I think it's technically called a widget.

SPEAKER_00 13:33

A widget, yeah. Right. So so with raising capital, not only does it require a significant amount of trust, because people are we're mostly tied to our money. We work hard for it and it's hard to part with. And so there's got to be a high level of trust, a high degree of trust, but they may not also see a return for three to five years. So that sales cycle that we found is way longer, takes more time, way longer than selling some sort of widget or one of those little fidget spinners, right? That all these kids play with.

SPEAKER_01 14:06

Yeah, the doodad, I mean, it is a quick sale. Where I would never get into this business of raising capital unless you look at it as a business of raising capital. And there's always the other component of how you're gonna get a return to the investors. But it's a long-term play, and it takes so much energy and education and knowledge and follow-up and the technical part of it all and how to do it successfully. Uh, and that that is where like this reg CF is a good entryway and starting point. But Regulation A, where you can raise up to $75 million, you can do it like one of these flexible or customizable funds, it becomes more of a business type approach rather than, hey, I'm just trying to do a deal and move on to the next widget.

SPEAKER_00 15:02

Hey, down here, I wanted to take a quick second to give you something special. Something I wish I had when I first started raising capital. So whether you're raising your first million or next million, you're likely losing leads somewhere in your capital raising funnel, but you're not quite sure where. You have holes in your bucket, water is flowing out, but you can't seem to locate the holes to patch them. Or even worse, you're not even aware that the holes exist. Is it during your first touch, your follow-up, your pitch? Here's what I have for you that I wish I had when I got started. It's called a conversion compass. It helps you pinpoint exactly where your bottleneck is in your lead funnel and where investors are likely dropping off so you can stop guessing and start closing. It takes less than three minutes to complete. Next compass to 623, 624, 1190, and I'll send it right to your phone. Again, compass to 623, 624, 1190 so you can patch the tools ASAP. Now let's get back to the show. Yeah. What would you say is the primary reason that people go this Reg C F or Rug A versus the C or B?

SPEAKER_01 16:08

Um, I'll tell you the main reason why people start is they recognize what they're missing out on. You're already marketing, you're already getting your information out there, you're already capturing non-accredited investors that just can't invest. And so once you implement one of these strategies, all of a sudden you're capturing those people that have frankly already know who you are. They already know what you're doing, but they're not allowed to invest. And so they're missing the boat. You're missing the boat. And so it's not necessarily for the people's first deals, but as you're moving through building your business, you're going to naturally have non-accredit investors and people that can't invest that you just like them to.

SPEAKER_00 16:56

Yeah. Yeah. And and that that requires, to our point, uh just a lot of marketing. People, if they don't know who you are or what you're doing, it's hard to support them. What have you seen to be one of the best ways to just build trust with people? Consistency.

SPEAKER_01 17:13

Having your system in place where you're posting online something of value, not just rah-rah, rah, look at me, but something of value that you're delivering at least once a week. But being consistent with that once a week, with maintaining a CRM with your email list and at the very least quarterly, monthly better, weekly better. Uh every other day, I think maybe a little bit too much. But so people don't just forget who you are, but you're constantly providing that value reminder and the drip. So if they when they're ready, you're top of mind.

SPEAKER_00 18:00

I love what you said right there when they're ready. Because there's a lot of things that we can control and that we can't control. We can control the type of content we put out, how frequently put we put it out, but we can't control when Nate might be ready to invest. Completely. You have you have your own life, you have your own things that you're going through. But what we can control is staying top of mind and remaining relevant. So when that time is right, we're the first ones that Nate or somebody else thinks of.

SPEAKER_01 18:31

It's the same for a lot of businesses, not necessarily all businesses, but to use as an example, my law firm. I'm never gonna talk somebody into doing an investment offering. It's just you either need it or you don't need it. So it's not about that persuasion, it's about that constant drip, that constant reminder. So when it is that right time for you, you know who you're gonna call.

SPEAKER_00 19:00

And and if you're listening to this and you're wondering, like, hey, I don't know where to start with marketing or content, right there, what we just talked about, right? It's like maybe you talk about hey, you may not know when you might be ready to invest. Here are some things to consider. And you can build a whole week's worth of content right around that.

SPEAKER_01 19:18

You're educating and you're providing clarity. You can build a year's worth of content on that. And that that's kind of part of it is as you're bringing people into your sphere of having a drip where it is kind of a constant drip, constant email reminders. If you set up a year's worth of weekly posts, 12 months from now, nobody is gonna remember what you posted today. Repeat it. So you can almost start to have it go on autopilot. At some point, you don't want to like say the same thing every week, every month. You have to build on it, but at some point it becomes more systemic, circular type approach.

SPEAKER_00 20:01

Yeah, we even encourage that with some of our users with the weekly email. We say, hey, build out three months worth of emails. You should be saying the same thing over and over in a different way, because you're gonna capture people at different stages. But after three months, I I don't remember the emails I read yesterday. There's no way you even read the female from yesterday. So being having somebody remember, like, hey, Dallin sent that email three months ago, likely not gonna happen. So as long as they're value-based, as long as they're they're on brand and and you're consistent with them, I think three months is plenty.

SPEAKER_01 20:37

But if to go to like that key word that you said, value to them, I think that it is all about it's not about you. It's not about pitching your business, it's not about your offer. It's about them, the recipients, the audience. Because they want to, you know, do onto others as you would have them do onto you. You bring them value when it's that right time, they will want to bring you value as well.

SPEAKER_00 21:04

Paul and I talk often about being the guide in the hero story. And I always use the Karate Kid, classic movie as the example, but you got Daniel LaRusso and you have Mr. Miyagi. Mr. Miyagi's the guide, Daniel LaRusso is the hero. As you're raising capital, we as capital allocators and raisers, we're the guide. The heroes are our investors. So we're the guide to their journey. And if we help them, if we help them get from point A to point B, they're gonna be successful and we're gonna be successful. So creating content around that and helping them understand what they might need to do or how that could benefit them, that's value based content. And then you go from being in the spotlight, like, hey, look at me, to being the spotlight. It's like, hey, don't look at me, look at this, understand this concept. And that's really helped us shift our mindset. Around marketing, because we never wanted to be the social media influencers and we're still not. We're far from it, but our mindset has shifted and we're more open and willing to create content because there's things that we've gone through. There's things that we've learned that other people could benefit from. And I truly, truly believe, I truly believe that if we're not sharing those lessons and things that we've individually and personally have gone through, we're being selfish. And we're not helping others along their journeys by keeping that tight because we're afraid of what people might think or say. Well, Knight, this is uh this has been short but powerful. And and one of the the biggest takeaways that that I've learned early on that I hope our listeners get too is there's there's really multiple aspects to raising capital. You 100% have to have the compliance, which is what you're all about. And what you shared with us today is a new-ish approach over the last few years, you said, with the Reg C F to really get in and make make it valuable. Oh, yeah. Having that limit of 1 million raised to 5 million. So it's a new approach. So for those that are looking at getting started, then that could be a very viable option for them to raise money from non-accredited investors.

SPEAKER_01 23:49

Definitely.

SPEAKER_00 23:50

So, and then you couple that with the marketing and building brand awareness, like those are things that people don't think about. Like it's a business at the end of the day. And one thing I love that that you said earlier was if you're not gonna treat this as a business or go all in on it, you probably shouldn't be doing it. And I can't tell you how many people Paul and I have seen and interacted with that are are they're trying to half-ass it. They have a foot in two different worlds and they're trying to like grow this passively on the side, and it almost always never works.

SPEAKER_01 24:24

I I disagree with the almost it never works. It always works as long as you have the right approach and do the right things. I've seen everybody that you meet them and it's socially awkward, and you're like, How the heck do you ever raise capital? But everybody can be successful. It's making sure you're doing the right things from a marketing perspective, a compliance perspective, an underwriting perspective to always be delivering good value and good deals as well.

SPEAKER_00 24:54

That's fair. That's fair. So awesome. Well, Nate, you've uh you've got some resources that people can look into. What's the best way for people to access more information about what we talked about or learn more about you and your company?

SPEAKER_01 25:07

Sure. Well, we talked about the crowdfunding and the regulation A, and we didn't get too deep into that. And if anybody's interested in expanding their investor base, uh, I would encourage everybody to go to crowdfunding lawyers.net slash reg A brochure, like R E G A brochure. All one word. All one word. And just learn a little bit more. And if it resonates, reach out. If it doesn't resonate, if you're doing deals, reach out, make sure you're doing stuff right, and that's what we're here to help you do.

SPEAKER_00 25:44

Appreciate that. And if if there's content that people want to look into, whether you or your team are putting it out, where's a good platform?

SPEAKER_01 25:51

Oh, easiest is always YouTube at crowdfunding lawyers. That's just kind of the hub of where I keep everything that I'm doing of value. We all do reels, we all do posts, we all have content that's going out there. But in terms of real value, I like YouTube and keeping everything pretty consistent and concise.

SPEAKER_00 26:12

Love it. Well, Nate, thanks so much for coming in to the Capital Flow studio. It's been a pleasure. Glad we're able to catch you while you were visiting family in town.

SPEAKER_01 26:20

Well, thank you for having me. Really appreciate you.

SPEAKER_00 26:22

Awesome. And to our listeners, we'll catch you on the next Capital Flow podcast. Thanks for tuning in.