On October 9, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance updated Q&As addressing the implications of the government shutdown to help facilitate IPOs that companies seek to price during the government shutdown.
Companies Can Launch IPO with Price Range
Rule 430A allows companies to omit pricing and price-dependent information from the form of prospectus filed as part of a registration statement that is “declared effective” by the SEC. The updated Q&As provide that companies seeking to conduct an IPO during the government shutdown may continue to rely on Rule 430A, providing flexibility to launch and price IPOs during the shutdown period.
In the context of a traditional IPO, the availability of Rule 430A allows companies to launch the IPO with a price range on the cover of the prospectus and wait to include the specific offering price on the cover of a final prospectus after the IPO marketing is completed and after the registration statement is declared effective.
Because of the government shutdown, the SEC is not able to declare registration statements effective. Companies may instead file a registration statement without a “delaying amendment” (or file an amendment to an existing registration statement to remove the “delaying amendment”) in order to allow the registration statement to become effective 20 days after filing. Companies must include specific language set forth in Rule 473(b) providing that the registration statement will become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933. As a result of such registration statements becoming effective due to the passage of time, existing rules would preclude companies from relying on Rule 430A.
With the updated guidance, the SEC has cleared one of the significant practical impediments to conducting IPOs during the government shutdown (i.e., revealing the specific price before the launch of the marketing of the offering). Under the updated guidance, companies are permitted to launch their IPO with a price range on the cover of their prospectus. This is consistent with customary practice, however, such companies will be required to do so at least 20 days before effectiveness of the registration statement (when the IPO is priced). As a result, the price range will be publicly available for at least 20 days before the pricing of the offering, as opposed to only announcing it at the launch of the offering ~5-7 trading days before the pricing.
Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s updated guidance and related compliance considerations under federal securities laws and regulations.