With much of the U.S. government on pause, Navan—the corporate travel-and-expense management platform formerly known as TripActions—has chosen to press ahead with its long-planned initial public offering. Below, we unpack how the company can legally list shares while the Securities and Exchange Commission (SEC) is partially shuttered, what a $6.45 billion valuation means in today’s market, and the risks and rewards for investors and the broader travel-tech sector.
Why an IPO During a Government Shutdown Is Even Possible
Under normal circumstances, the SEC reviews every IPO registration statement (Form S-1) before shares can be sold to the public. During a shutdown, however, the agency’s staff is furloughed, and the review process slows to a crawl. To keep capital markets functioning, the SEC adopted a “self-effectiveness” rule (Rule 430 A and related guidance) that allows a registration to become effective automatically after 20 days—if the company does not receive comments and chooses not to withdraw.
In practice, this means Navan can declare its registration “effective” at its own risk. Should post-shutdown SEC scrutiny uncover material deficiencies, the company could face amendments, fines, or litigation. Hence the disclaimer you will find in the prospectus: investors are buying into a filing that may not have been fully vetted by regulators.
Navan in Brief: From Startup to Would-Be Public Company
• Founded: 2015 as TripActions; rebranded to Navan in early 2023.
• Core product: A cloud platform that integrates travel booking, expense management, and corporate card issuance.
• Customers: ~9,000 businesses, ranging from SMBs to Fortune 500 firms.
• Financial snapshot (last FY): $920 M gross bookings, $295 M net revenue, −$85 M net loss (figures based on reported estimates and may be updated in the final prospectus).
• Backing: Andreessen Horowitz, Lightspeed Venture Partners, Greenoaks, and others, with roughly $1.5 B raised across private rounds.
Decoding the $6.45 B Valuation Target
The proposed market capitalization represents roughly 22× trailing net revenue, higher than the median 8–12× multiple for comparable SaaS firms but lower than the frothy 35×–40× multiples seen at the peak of 2021. Management argues the premium is justified by:
1. End-to-end product breadth (travel + expense + payments) that reduces churn.
2. Rebound in corporate travel as face-to-face meetings resume post-pandemic.
3. High gross margins (≈75 %) on software-related revenue streams.
Skeptics counter that growth has decelerated below 30 % year-over-year and that the business is still loss-making on a GAAP basis. A valuation reset could occur quickly if the offering prices below the range or if guidance disappoints in the first few quarters.
Strategic Reasons to List Now
• Liquidity for early investors and employees whose shares have been locked up since pre-pandemic rounds.
• Currency for acquisitions in a consolidating travel-tech market (e.g., smaller TMCs with legacy tech).
• Brand credibility with large enterprise clients that favor publicly traded vendors.
• Window of opportunity: few sizeable tech IPOs are ready, so investor attention is less fragmented.
Key Risks Unique to a Shutdown IPO
1. Regulatory uncertainty: Post-shutdown SEC review could lead to restatements or supplemental disclosures.
2. Market volatility: A prolonged budget impasse could rattle equity markets, hurting debut trading.
3. Litigation exposure: Plaintiffs’ firms often target first-year IPOs, and any perceived disclosure gap could amplify liability.
Implications for the Broader Corporate Travel Market
Navan’s push may set a precedent for peers such as SAP-owned Concur spin-offs or newer entrants like Spotnana and TravelPerk. If the listing succeeds, it can:
• Re-price the private funding environment, giving late-stage startups a clearer benchmark.
• Accelerate M&A as public-market valuations provide currency and clarity.
• Pressure incumbents to modernize tech stacks, improving user experience industry-wide.
Bottom Line
Navan is betting that investors will overlook shutdown-related uncertainties in exchange for early exposure to a scaled travel-tech platform well positioned for post-pandemic growth. Should the market remain receptive—and the SEC refrain from material post-hoc objections—the IPO could re-ignite a sluggish tech-listing calendar. Conversely, any stumble will reinforce the risks of going public without full regulatory review, casting a chill over other aspirants waiting in the wings.