On October 9, 2025, the SEC’s Division of Corporation Finance issued updated guidance on the Division’s operations during the ongoing government shutdown. This supplements the previous guidance, which we blogged about before. As before, SEC staff availability remains extremely limited. Companies can continue to file registration statements and other documents, but they should not expect staff review, comment resolution, or acceleration of effectiveness.
The principal changes (a marked version is here) liberalize the ability of a registrant that pulls a delaying amendment to a registration statement to use Rule 430A to omit pricing information. What does this mean practically? The SEC signaled it is looking to facilitate IPOs and registration statements going effective without staff action during the government shutdown. This could allow more companies to price and close public offerings during the shutdown. Some issuers in advanced stages of SEC review may consider this welcome news, as some may see their windows to go effective before year end narrowing, particularly if their second quarter financials are about to go stale.
The Division stated:
Because the staff is not available to review or accelerate the effectiveness of registration statements during the shutdown, we will not recommend enforcement action to the Commission if a company omits the information specified in Rule 430A from the form of prospectus filed as part of a registration statement during the shutdown and such registration statement goes effective, either during or after the shutdown, by operation of law pursuant to Section 8(a) of the Securities Act.
A registrant could thus pull a delaying amendment from their registration statement, omit the pricing information from the prospectus that is part of the registration statement, and start the twenty-day Section 8(a) clock towards the registration going effective by operation of law without staff action. Under the staff’s previous statement, the prospectus would have to include pricing information from the prospectus at the time the delaying amendment is pulled, which would mean the issuer would bear the risk of market movements while the Section 8(a) clock runs.
As a result of this guidance, a company can begin its IPO road show with a prospectus with a price range and then go effective and put the final price in the final prospectus.
Issuers considering pulling delaying amendments should still consult legal, accounting, and other advisers before taking that action. The CorpFin staff guidance continued to caution that issuers should take care to ensure the registration statement does not contain material misstatements or omissions that could still result in liability under Section 11 and the antifraud provisions of the federal securities laws. Particular care should be taken if the issuer has not resolved all staff comments. Finally, staff may ask for amendments when the government resumes operations.
In sum, while the guidance offers a path forward during a shutdown, it demands careful strategic and legal consideration—especially around pricing and pricing disclosure. Companies should weigh the benefits of proceeding with offerings during a shutdown against the risks, including no staff review during a shutdown and potential liability, and consult counsel and other advisers before proceeding.
The Division also announced that:
A limited number of staff members in the Division of Corporation Finance are available to answer questions relating to fee calculations and emergency filing relief. If you require assistance in these matters, submit your request and contact information to CFEmergency@sec.gov
Staff will not be available to answer other questions. As before, SEC staff will still not take registration statements effective during a shutdown.
Some companies with registration statements have “flipped public” during the shutdown. That is, they have publicly filed a registration statement after first having confidentially submitted and received and responded to comments from staff. Flipping public has some advantages for companies in advanced stages of staff review of registration statements even if the issuer chooses not to pull a delaying amendment. Note that under statute and CorpFin policy, registration statements must be publicly filed at least 15 days before the roadshow or, if there is no roadshow, before a registration statement goes effective. Flipping public starts this 15-day clock, allowing issuers to ask the staff to take a registration statement effective more quickly when SEC operations resume. Issuers should also consult legal and other advisers before flipping public during a shutdown and should consider the impacts of the public seeing registration statements if the staff comment process has not ended.
