Cooley

Nov 6, 2025

To embed, copy and paste the code into your website or blog: <iframe frameborder="1" height="620" scrolling="auto" src="//www.jdsupra.com/post/contentViewerEmbed.aspx?fid=d6a3c283-c74d-4b3e-a851-d68eb776bbf2" style="border: 2px solid #ccc; overflow-x:hidden !important; overflow:hidden;" width="100%"></iframe> The challenge A decade ago, Navan set out to revolutionize the travel industry through an all-in-one platform to streamline how business travelers navigate the world – with artificial intelligence at its core. But just as the travel tech company prepared to take its vision public, an unlikely obstacle appeared: a government shutdown that threatened to stall its initial public offering (IPO). At the cusp of embarking on its roadshow, Navan faced a sudden regulatory freeze that cast uncertainty over Securities and Exchange Commission (SEC) review timelines and put the standard IPO timeline under strain. Cooley’s challenge was to collaboratively guide Navan through the new terrain, scenario-plan for the best way forward, navigate rarely used IPO processes, and align every stakeholder to ensure Navan emerged ready to list and continue on its journey. The approach Grounded in deep experience, Cooley’s approach was anything but conventional. We anticipated the shutdown, engineered around it and helped Navan accelerate toward public listing. Strategic deal structuring With signs showing the normal regulatory path might slow or become unavailable, we helped build contingency lanes. In the days leading up to the shutdown, Cooley prepared key Navan stakeholders for different scenarios and related implications, and coordinated closely with Navan’s SEC review team to clear outstanding comments to provide maximum flexibility for Navan in a post-shutdown world. When the shutdown hit, Navan was already in motion. In early October, Cooley and Navan, together with other market constituents including other leading law firms, alerted the SEC to pain points affecting registered offerings during the government shutdown, prompting updated staff guidance on information that must be included in a registration statement that goes effective automatically under Section 8(a) of the Securities Act. This opened an avenue for issuers to include a price range in an automatically effective registration statement, providing a degree of pricing and marketing flexibility critical for technology IPOs like Navan’s. After including the price range and shares offered in an amended registration statement filing, Navan’s registration statement would become automatically effective 20 days after filing. Synchronized execution Our coordination with underwriters and advisors mirrored a convoy moving through uncertain terrain – aligned, responsive and agile. Together, we helped pave a road for Navan to embark on a roadshow journey that preserved traditional features, such as price range flexibility, in a nontraditional pathway, leveraging the SEC’s updated shutdown position. We proactively planned for various alternative scenarios, such as a surprise government reopening during the 20-day period before automatic effectiveness. And we deftly worked through unique nuances presented by this shutdown pathway, from incremental stock exchange inquiries to media and investor engagement planning within the bounds of SEC rules. When others paused, Navan moved forward – with Cooley guiding the route. We have really good advisers. It led to a really good discussion with the SEC, which paved the way - not just for us, for anyone who wants to be public in this market. ARIEL COHEN, NAVAN CEO AND CO-FOUNDER, AS QUOTED IN SEMAFOR The impact 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. The successful transaction is a testament to deliberate creativity, disciplined execution and relentless coordination. The takeaway Navan’s IPO wasn’t just a milestone – it was a stress test of strategy, timing and alignment. When a government shutdown threatened to stall the process, creativity and conviction kept the path open. This is what happens when deep business insight meets legal ingenuity. By applying tailored, unconventional deal strategies, Cooley helped the company navigate uncertainty and reach the public markets. While others paused, we provided know-how and answers to help our client move decisively. When the usual road was closed, we worked collaboratively to help Navan pave a new one to achieve their IPO objectives. milson yu, Partner, Cooley