On October 9, 2025, the SEC’s Division of Corporation Finance updated its guidelines for the processing of registration statements during the government shutdown. The updated guidelines provide welcome relief and clarity for issuers wishing to proceed with an IPO or other securities offerings on Form S-1 or F-1 during the shutdown.
The updated guidelines note that the SEC staff will not recommend enforcement action if issuers that wish to have their registration statement become effective automatically pursuant to Section 8(a) of the Securities Act rely on Rule 430A to omit certain information – including the offering price – from the registration statement at the time of effectiveness. Section 8(a) provides that registration statements that do not include the typical delaying amendment language become effective automatically on the 20th calendar day after the most recent amendment is filed.
The SEC staff had previously noted that Rule 430A was not available for issuers that elected to proceed without the delaying amendment language because Rule 430A is available only for registration statements that are declared effective by the SEC. Because the SEC will not declare registration statements effective during the shutdown, and any pre-effective amendment will restart the 20-day clock under Section 8(a), the inability to rely on Rule 430A presented a significant impediment for contemplated IPOs and other securities offerings on Form S-1 or F-1 during the shutdown.
With the updated guidelines, issuers may proceed to launch their IPO with a price range and subsequently go effective in accordance with Rule 430A. Issuers should note, however, that any pre-effective amendment to change the price range will restart the 20-day clock under Section 8(a). As always, issuers may price outside of the range within the limitations of existing SEC rules and guidance.
The SEC’s prior guidelines, which are discussed in our previous memorandum to clients, remain otherwise unchanged, including with respect to registration statements on Form S-4 or F-4 for business combinations or exchange offers. As noted in the guidelines, issuers “that remove their delaying amendment with outstanding staff comments should carefully consider the material issues raised by the staff and not remove their delaying amendments prior to making the necessary changes to the registration statement.”
For any registered securities offering, whether it involves a capital raising transaction or business combination, issuers should, as always, consider the quality and completeness of their disclosures, as well as timing pressure on the transaction vs. the degree of flexibility offered by a delaying amendment.