Although Friday brought news of a funding deal and suggestions that the current shutdown isn’t *supposed to* continue past today or tomorrow, Corp Fin Staff posted pre-shutdown guidance late Friday afternoon. (The Staff has to wait for the green light from elsewhere in the government to be able to post that guidance.)

In terms of how this guidance compares to the last shutdown:

– It continues to reflect the helpful update Corp Fin released a week into the last shutdown regarding reliance on Rule 430A to omit your offering price when filing a registration statement that would become effective after 20 days pursuant to Section 8(a).

– It now addresses another pain point from the last shutdown relating to upsizing an offering using Rule 462(b). 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.

– It also formalizes guidance that the Staff had informally shared earlier last week — that it was willing to accelerate registration statement effectiveness for IPO issuers that had cleared comments and flipped public but were still waiting for the 15 days to run if they requested effectiveness as of 4 pm ET or later on Friday, January 30, prior to the shutdown. New Q&A 8 reads:

Q: I originally submitted a draft registration statement for confidential review and subsequently filed the registration statement, and all non-public draft submissions, publicly. The 15-day waiting period referenced in Section 6(e)(1) of the Securities Act and the Division’s Enhanced Accommodations for Issuers Submitting Draft Registration Statements (March 3, 2025) will not expire prior to the shutdown. Will the Division consider an acceleration request?

A: Yes, if the company has publicly filed the registration statement and all non-public draft submissions, the Division will consider a request for acceleration as long as (1) there are no outstanding staff comments on the registration statement, (2) the company requests acceleration of effectiveness as of 4:00 p.m. or later on the final business day (Friday, January 30, 2026) prior to the shutdown, and (3) the company represents in its request for acceleration that it will not commence a road show or, in the absence of a road show, conduct any sales, until at least 15 days after it filed the registration statement publicly. A company considering this option should submit its acceleration request as soon as possible.

Hopefully, to the extent this was relevant to issuers, their counsel was in contact with the Staff before this guidance came out or was able to move quickly once it went live. While it seems this opportunity has expired, it’s something to keep in mind for the next shutdown. It’s also yet another example of Corp Fin Staff’s willingness to make reasonable accommodations so deals can get across the finish line despite shutdown roadblocks. (And evidence, more generally, of the Staff continuing to show its commitment to facilitating capital formation.)

* Senate Democrats and the White House reached an agreement late last week to fund most of the federal government until September 30 and fund the Department of Homeland Security for 2 weeks while discussions continue on immigration enforcement. Appropriations still lapsed as of 12:01 Saturday morning because the modified, Senate-approved spending package has to go back to the House, which is supposed to vote tonight or tomorrow. If it passes (it could go either way), it won’t be the shortest shutdown ever (which lasted a mere 6ish hours), but at least it will mean avoiding the challenges that come with the SEC being furloughed for weeks. 

– Meredith Ervine