Please indulge me with one last government shutdown blog this week.

The Corp Fin Staff was back to work yesterday following an end to the government shutdown on Wednesday, and they did not waste any time putting out new guidance on how they will process filings now that the government shutdown has ended. Those issuers who filed a Securities Act registration statement without a delaying amendment or filed an amendment to remove the delaying amendment got some welcome relief, with the Staff essentially saying that they would not stand in the way of allowing those registration statements to become effective after 20 days had passed pursuant to Section 8(a) of the Securities Act and Rule 459 thereunder. In the prior shutdown guidance, Corp Fin had indicated that the Staff may ask companies to amend a registration statement to include the delaying amendment following an end to the government shutdown.

Yours truly summarizes the post-shutdown guidance in the Goodwin Public Company Advisory Blog as follows:

1. Registration Statements Without a Delaying Amendment. The Division indicates that if a company removed a delaying amendment or filed a new registration statement without a delaying amendment while the Division’s operating status was closed during the government shutdown, the company does not need to amend the registration statement to add a delaying amendment now that the Division’s operating status has changed to open following the end of the government shutdown. Similar to the guidance that the Division issued at the commencement of the government shutdown, the post-shutdown guidance notes that the liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that go effective pursuant to Section 8(a) of the Securities Act, and the Division cautions that the company and its representatives should ensure that the registration statement does not contain any material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading. In a change from the guidance issued on October 1, 2025 (as updated on October 9, 2025), the post-shutdown guidance no longer indicates that the Staff may ask companies to amend a registration statement to include the delaying amendment.

2. Continuation of Rule 430A Guidance. The Division reiterates the Rule 430A guidance that it provided on October 9, 2025, noting that “the Staff will not recommend enforcement action to the Commission if a company omitted 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 after the shutdown by operation of law pursuant to Section 8(a) of the Securities Act and Rule 459 thereunder.”

3. Acceleration Requests. Consistent with the prior guidance, the post-shutdown guidance notes that the Staff will consider requests to accelerate the effective date of registration statements for which the delaying amendment was omitted, or that were amended to remove the delaying amendment, if such registration statements are amended to include a delaying amendment prior to the end of the 20-day period “and acceleration pursuant to Rule 461 is appropriate.”

4. Pending Post-Effective Amendments. The guidance notes that, for any post-effective amendments to registration statements that were filed during the time when the Division’s operational status was closed, the Staff will declare those post-effective amendments effective, unless the Staff hears from that company indicating that it does not want the post-effective amendment to be declared effective until a later time. Companies are encouraged to reach out to their assigned industry office as soon as possible if they want to delay the effective date of a pending post-effective amendment.

5. Pending Preliminary Proxy or Information Statements. The guidance indicates that those companies with pending preliminary proxy or information statements can file their definitive proxy or information statement once the 10-calendar-day period has expired; however, the Division notes that if the Staff had indicated that it would review the filing prior to the shutdown, the Staff will continue its review of the filing now that the Division’s operational status is open.

6. Pending Exchange Act Registration Statements. The guidance indicates that pending Form 10 registration statements filed to register a class of securities under Section 12(g) of the Exchange Act will go automatically effective after 60 calendar days, and the Staff reminds companies that they will be subject to the current and periodic reporting requirements of the Exchange Act once the Form 10 goes automatically effective. The Staff notes that it may review subsequent periodic reports filed by the company under the Exchange Act.

7. Filing Reviews. The post-shutdown guidance notes that if the Staff had indicated that it was not reviewing a pending registration statement prior to the government shutdown, the company many now submit an acceleration request when ready. For those situations where a filing was under review before the government shutdown, the Staff will continue to review those filings in the order that they were received. With respect to those registration statements that included delaying amendments and were filed during the government shutdown, the Staff will process those filings in the order that they were received. This same approach applies to draft registration statements that were submitted during the government shutdown.

Corp Fin’s post-shutdown guidance does not address other types of SEC submissions that require Staff action, such as no-action or interpretive requests, but as I mentioned earlier in the week, I expect that the Staff will respond to such requests in the order in which they were received.

I would also note that those companies that are seeking to list securities on an exchange in connection with, e.g., an IPO, should work with the exchange to determine whether they are going to permit the listing when a Securities Act registration statement goes effective by lapse of time pursuant to Section 8(a) of the Securities Act. As I noted earlier this week, the exchanges are likely to revert back to their pre-shutdown approach to IPO issuers seeking to list on the exchanges, in that they will expect issuers to resolve all Staff comments before approving a listing.

– Dave Lynn