Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

New SEC Guidance Allows Companies To Proceed With IPOs During Government Shutdown

Skadden Publication / Capital Markets Alert

Filipe B. Areno Brian V. Breheny Adrian J. S. Deitz Shu Du Rajeev P. Duggal Ryan J. Dzierniejko Gregory A. Fernicola Raquel Fox P. Michelle Gasaway David J. Goldschmidt Alejandro Gonzalez Lazzeri Michael S. Hamilton Michael J. Hong Noel Hughes Stephan Hutter Laura A. Kaufmann Belkhayat Haiping Li James A. McDonald Gregg A. Noel Brian D. Paulson Michael P. Reed Michael J. Schwartz Jonathan B. Stone Kenji Taneda Danny Tricot Joseph (Yossi) Vebman J. Mathias von Bernuth Paloma Wang Jeremy Winter Dwight S. Yoo Andrew J. Brady Joshua Shainess

Executive Summary

  • What’s new: The SEC’s Division of Corporation Finance has issued updated guidance allowing IPO registrants to remove Rule 473 delaying amendment language and rely on Rule 430A to omit pricing information from the registration statement at the time of effectiveness during the government shutdown.
  • Why it matters: This development enables companies to proceed with IPOs during the shutdown.
  • What to do next: Companies considering this approach should evaluate whether removing the delaying amendment is appropriate for their circumstances.

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On October 9, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Staff) issued updated guidance applicable to IPO registrants that remove the Rule 473 delaying amendment language in order to secure automatic effectiveness of the IPO registration statement during the government shutdown.

Specifically, the Staff stated that it will not recommend enforcement action if companies that remove the delaying amendment also rely on Rule 430A to omit pricing-related information from the registration statement at effectiveness.1

This is a potentially significant development for companies looking to move forward with their IPO plans during the government shutdown, as it will permit companies to go effective with a bona fide price range and then price after effectiveness in typical fashion (i.e., the pricing information can be included in the final prospectus filed after effectiveness).

The availability of Rule 430A also will permit companies to price above or below the bona fide price range and benefit from the 20% safe harbor under Rule 430A, as is the case with regular-way IPOs.

Note, changing the bona fide price range will require a pre-effective amendment, which will restart the 20-day period that must pass before the IPO registration statement automatically can go effective. To avoid this, we believe companies can consider including a price range that is not unreasonably in excess of the current Staff policy, which is up to $2 for offerings up to $10 per share and not more than 20% of the high end of the range for offerings in excess of $10 per share.

Notwithstanding this welcome guidance, companies and their advisers may want to consider whether going effective via removal of the delaying amendment language is appropriate based on their facts and circumstances, which includes whether there were material comments from the Staff that remained unresolved prior to the government shutdown.

The existing Staff guidance on the impacts of the government shutdown, discussed in our October 1, 2025, client alert, remains otherwise unchanged.

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1 Because Rule 430A is only available with respect to registration statements that the SEC declares effective and is not available to registration statements that go effective as a result of the passage of time, the SEC Staff accommodation is expressed as a “no action” position.

MORE ON THE 2025 FEDERAL SHUTDOWN


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