Jade Martinez-Pogue
December 26, 2025
SEC Guidance Aims To Ease IPO Process During Shutdown

3 min
AI-made summary
- The U.S
- Securities and Exchange Commission has updated its guidance to help companies proceed with initial public offerings during the ongoing federal government shutdown
- The new guidance allows companies to omit pricing information from registration statements and use a price range instead of a fixed price, providing more flexibility
- Companies must still remove the delaying amendment for automatic effectiveness after 20 days, but must consider anti-fraud provisions and unresolved SEC comments
- Few IPOs have occurred since the shutdown began.
As the federal government shutdown lingers, the U.S. Securities and Exchange Commission has updated its guidance to advise companies on how they can still move forward with initial public offerings.
The guidance released on Thursday indicates that businesses seeking to make their public debuts can leave pricing information on their registration statements blank and later update documents with a final IPO price.
To complete IPOs during periods of shutdown, companies typically file their registration statements without something called a "delaying amendment," a legal provision blocking a statement's automatic effectiveness after 20 days and allowing companies to update the estimated price range of the offering after responding to SEC comments and review.
With about 90% of SEC staff furloughed during the shutdown and no one to review registration statements, companies can remove this amendment and simply wait for their registration statement to become automatically effective after 20 days without any SEC intervention.
But doing so comes with many risks, such as setting a fixed offering price and hoping it's still favorable after 20 days, or facing an enforcement action later in time when SEC staff return to work and are able to review and comment on registration statements. Because of all the risks, a prolonged government shutdown has the potential to essentially "freeze" the IPO market.
Lawyers say Thursday's updated guidance from the SEC's Division of Corporation Finance gives companies a little more leeway on their journey to go public with slightly less risk.
"With the latest SEC guidance from the Division of Corporation Finance, companies seeking to go public by removing the delaying amendment can utilize a price range instead of a fixed price, as you would normally do in a traditional IPO," Ryan Adams, an SEC and public company advisory partner at Morrison Foerster LLP, said after the guidance was released. "This provides significant and unprecedented flexibility for companies filing registration statements during the government shutdown."
The new guidance provides that, while companies still have to remove the delaying amendment from their registration statement if they are seeking to go public during the shutdown, they can also omit the "pricing and price-dependent" information on those registration statements.
In a memo put out by Ropes & Gray LLP, the BigLaw firm explained that to take this route, a company will either need to amend a pending filing to remove the delaying amendment or file a new registration statement without the amendment.
Companies will still need to consider the anti-fraud provisions of federal securities laws and think about how to address any unresolved SEC comments if staff review of their registration statement is substantially complete.
"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," Freshfields LLP partners Erik Gerding, Melissa Hodgman and Michael Levitt said in a Thursday blog post regarding the updated guidance.
"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," they added.
The SEC also released guidance on company options for whenever the government reopens. If a business removed the delaying amendment or filed a new registration statement without the amendment, the commission said it will consider requests to accelerate the effective dates of those registration statements if they are updated to include a delaying amendment before the end of the 20-day period.
Since the shutdown began on Oct. 1, only a few companies have gone public. Commercial laundry equipment maker Alliance Laundry Holdings began trading publicly on Thursday after raising $826.3 million in an upsized initial public offering, with its registration statement approved the night before the shutdown began. Post-secondary education services provider Phoenix Education Partners also on Thursday raised $136 million in its IPO after offering 4.3 million shares for $32 each.
A few special purpose acquisition companies have also priced offerings, but SPAC IPO prices don't typically fluctuate and are often fixed at $10 per share.
Article Author
Jade Martinez-Pogue
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