Not automatically. E-2 requires substantial capital genuinely committed and at risk in a real United States operating enterprise, with treaty nationality and at least 50% treaty ownership. A reservation the buyer can cancel at will generally leaves control of the money with the buyer, so the terms decide the answer, not the amount.
Test irrevocability clause by clause
Mark each refund trigger and ask who controls it. Supplier default, regulatory failure or a financing condition is different from a walk-away right exercisable by the investor. Note deadlines, forfeiture percentages and whether an escrow agent releases funds on stated performance.
Substantiality is measured against the total cost of the specific enterprise, so a proportionally small binding commitment may still matter more than a large recoverable one. Test irrevocability by asking a mechanical question of each clause: if the investor changed their mind tomorrow and did nothing wrong, what would come back? A clause returning the full amount answers that the money is still theirs.
A clause returning a percentage after a stated date, or nothing once the supplier has begun manufacture, describes real exposure that grows with time. Write the answer beside each clause, then date the point at which the exposure begins, because that date, rather than the payment date, is when the commitment becomes meaningful. Where the agreement is silent, silence is not irrevocability; ask for an amendment stating the position expressly.
Hypothetical example: a workshop for tooling and metal fabrication treats a deposit as committed until the escrow instructions reveal a unilateral cancellation window still open.