Meredith blogged last week about the first operating company to close an IPO during a government shutdown. As Meredith had noted, that company had gone public based on a registration statement that it filed on October 6th – which was before Corp Fin updated its shutdown FAQs to say:

Rule 430A allows for the omission of certain information, including pricing and price-dependent information, from the form of prospectus filed as part of a registration statement that is declared effective. Because the staff is not available to review or accelerate the effectiveness of registration statements during the shutdown, we will not recommend enforcement action to the Commission if a company omits the information specified in Rule 430A from the form of prospectus filed as part of a registration statement during the shutdown and such registration statement goes effective, either during or after the shutdown, by operation of law pursuant to Section 8(a) of the Securities Act.

Late last week, another IPO priced – the first to rely on this updated FAQ, providing a price range in its Form S-1/A that was filed on October 10th and went effective by operation of law 20 days later, under Section 8(a) of the Securities Act. Here’s an excerpt from a Cooley case study about how it played out:

Though a couple of weeks delayed, Navan was still able to price its IPO in October and raise $923.1 million – one of the largest tech IPOs of 2025 – debuting on Nasdaq under the ticker NAVN on October 30, 2025. And importantly, despite the continuing government shutdown, Navan proceeded with a traditional roadshow and pricing.

This IPO confirms that some companies and their deal teams may be able to use Corp Fin’s updated FAQ to get across the finish line during the government shutdown – at least a couple more IPOs have priced this week, which is great news! But it also sounds like it’s a carefully orchestrated process and the stars have to align in the right way.

– Liz Dunshee