By Liz Dunshee
On Saturday, January 31, funding lapsed for many government agencies – including the Securities and Exchange Commission. Unlike the government shutdown we experienced last fall, many folks expect the current shutdown to be short-lived – possibly ending this week. However, for companies trying to get to market, each day matters.
To help keep things moving, the staff of the SEC’s Division of Corporation Finance posted updated FAQs just before they left the building on Friday. This January 2026 pre-shutdown guidance largely tracks with guidance from last fall – including the Rule 430A accommodation that allows companies to omit a pinpoint offering price when filing a registration statement without a delaying amendment. See my October 9, 2025 update for more detail on this path. Here’s an excerpt:
- During the shutdown, IPO companies that remove the “delaying amendment” from their registration statements will be able to launch their IPO with a bona fide estimate of the price range under Rule 430A, rather than a specific firm price.
- Dropping the “delaying amendment” means that a registration statement goes effective 20 calendar days after filing – but there are still a few complexities.
One of the complexities the blog detailed related to upsizing offerings during a shutdown. The latest guidance clarifies that upsizing is possible for registration statements that have gone effective by operation of law rather than through the staff declaring effectiveness. Specifically, new Q&A 13 says:
Q: Can I rely on Rule 462(b) to file a registration statement that becomes effective upon filing to register additional securities of the same class(es) as were included in an earlier registration statement for the same offering if the earlier registration statement went effective by operation of law pursuant to Section 8(a) of the Securities Act?
A: Because the staff will not be available to review or accelerate the effectiveness of registration statements during the shutdown, as long as the other conditions of Rule 462(b) are met, we will not recommend enforcement action to the Commission if a company relies on Rule 462(b) when the earlier registration statement went effective by operation of law due to staff being unavailable to review or accelerate effectiveness during the shutdown.
See “The Upsizing or Downsizing Handbook” on IPO GO for more detail about these rules.
Additionally, the updated guidance formalizes the pre-shutdown accommodation I shared in a blog last week, which applied to confidential registration statements that flipped to public on the eve of the shutdown.
Compared to last fall, there is more “muscle memory” about working through a shutdown. One thing that hasn’t changed is the need to work with your deal team to scenario plan for various alternatives.
