Form 1-A-W/A Filings

What Is SEC Form 1-A-W/A?

An issuer uses Form 1-A-W/A to amend a previously submitted Form 1-A-W withdrawal request for a Regulation A offering. The amendment allows the issuer to correct, update, or clarify information contained in the original withdrawal filing so that the SEC record accurately reflects the issuer’s withdrawal request and related circumstances.

Filed under the Securities Act framework, Form 1-A-W/A updates information associated with the original withdrawal request on the EDGAR system. Because Form 1-A-W is a request to withdraw an offering statement rather than an automatically effective cancellation, Form 1-A-W/A should be viewed as an amendment to that request rather than as a separate withdrawal event.

Form 1-A-W/A is generally administrative in nature and does not create a new Regulation A offering or replace the underlying Form 1-A filing. Researchers reviewing the issuer’s history can compare the amendment with the original Form 1-A and surrounding Regulation A submissions to understand the complete offering and withdrawal sequence.

What’s Included in Form 1-A-W/A?

Form 1-A-W/A is typically concise and focuses on the information that needs to be corrected or clarified in the previously submitted withdrawal request.

Common amendment details may include:

• Corrections to filing references or identifying information
• Updated issuer or filer information
• Clarification of the reason for withdrawal
• Corrections to statements contained in the original Form 1-A-W
• Updated information relevant to the withdrawal request
• Authorized signature and amendment filing information

For comparison, Form 1-A/A is used to amend the underlying Regulation A offering statement during the pre-qualification process, while Form 1-A-W/A specifically relates to an amendment of a withdrawal request.

SEC Form 1-A-W/A Filing Triggers

Form 1-A-W/A does not have a fixed calendar deadline. It is filed after a Form 1-A-W has been submitted when the issuer determines that the withdrawal request contains information that should be corrected, supplemented, or clarified.

Issuers with a qualified offering that instead require post-qualification changes to the offering statement may use Form 1-A POS where applicable, which serves a different purpose from a withdrawal amendment.

Key Things to Know About 1-A-W/A Filing Rules

• Only Filed After Form 1-A-W: Form 1-A-W/A is an amendment to an existing withdrawal request and is not a standalone offering or withdrawal filing.
• Used for Corrections and Clarifications: The amendment can address inaccurate, incomplete, or outdated information contained in the original Form 1-A-W.
• Does Not Restart the Offering: Filing Form 1-A-W/A does not itself reactivate, requalify, or create a new Regulation A offering.
• Underlying Withdrawal Rules Still Apply: Amending the request does not eliminate the requirements governing withdrawal of a Regulation A offering statement.
• Becomes Part of the SEC Filing History: The amendment is filed electronically and remains part of the issuer’s public Regulation A record together with the original withdrawal request.

Analysts can use SEC Filing data insights to review Form 1-A-W/A filings alongside other offering, amendment, and withdrawal submissions and understand how an issuer’s capital-raising plans changed over time.

These filings can also be reviewed through Regulation A offerings to connect the withdrawal amendment with the underlying offering statement and the issuer’s broader Regulation A filing lifecycle.