Of course they'll talk to you. The question is whether they'll write the check.
Re-incorporating from another US state is not too hard and expensive, although I have seen it hose some companies (for example, Rhode Island is a particularly bad state to be incorporated in). Re-incorporating from another country is much harder and can delay things by a couple months, which is long enough for a deal to fall through.
The important thing is to be physically near investors. They'll want to drop by many times during the life of the company.
There were some who requested that we incorporate in Delaware as requirement of the deal, but that is just a matter of making the change. I've never seen anyone unwilling to start discussions just because some paperwork will need to be done.
The advice I have received from my own legal counsel was to incorporate locally until that time that a Delaware move made business sense. Of course, that was my counsel in my situation. If your goals and business differ, you may receive different advice.