United States securities and exchange commission logo
October 25, 2022
Scott W. Absher
Chief Executive Officer
ShiftPixy, Inc.
501 Brickell Key Drive, Suite 300
Miami, FL 33131
Re: ShiftPixy, Inc.
Registration
Statement on Form S-3
Filed October 5,
2022
File No. 333-267751
Dear Scott W. Absher:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed October 5, 2022
Risk Factors
"If we are deemed to be an investment company under the Investment
Company Act of 1940, we
may be required . . . ", page 9
1. We note your disclosure
that you "believe that [you] exceeded the 40% Threshold on
October 19, 2021 in
connection with the pricing of IHC s IPO," as well as your disclosure
that, "[t]o comply with
Rule 3a-2, [you] intend to sell the Founder Shares or dividend the
Founder Shares to
[y]our shareholders by October 19, 2022, the end of the one-year
period afforded by the
safe harbor for transient investment companies under Rule 3a-2."
Yet you also state that
you will conduct a special distribution of shares of common stock
as soon as practicable
following the completion of the initial business combination, which
has not yet happened.
Considering the October 19, 2022 deadline has lapsed and the
Scott W. Absher
ShiftPixy, Inc.
October 25, 2022
Page 2
initial business combination has yet to take place, revise to explain
how you believe you
are in compliance with the 1940 Act.
General
2. We note your press release dated September 7, 2022 stating your
intention to dual list
your shares on Upstream. Clarify the securities you intend to list. In
this regard, we note
that the Upstream web-site seems to currently allow investors to
invest in you via a
current follow-on offering for "tokenized equity" with an offering
size of $10,000,000.
Explain what constitutes "tokenized equity" and tell us whether this
offering is currently
underway. Further, confirm that the offering is unavailable to U.S.
investors, as the web-
site suggests.
3. We also note that your press release dated September 8, 2022 announces
your plan to
spin-off ShiftPixy Labs and dividend certain digital securities to
ShiftPixy shareholders,
using a record date of September 8, 2022. You also announce an intent
to publicly list
ShiftPixy Labs, Inc. via an initial public offering on both NASDAQ and
Upstream during
October 2022. Please provide us with a materially complete description
of the digital
securities and whether you plan to register such securities in
connection with such
contemplated spin-off. Clarify, if true, that the spin-off and initial
public offering of
ShiftPixy Labs are intended to be separate events, considering they
appear to involve
different securities, and update your timing expectations.
4. We note that your website indicates that you "are super-charging the
digital dining
experience through . . . NFT avatars" and that the ShiftPixy Labs
business model includes
"NFT Creator Collections." In connection therewith, please provide us
with a materially
complete description of the NFTs and clarify who has created or will
create them, as
FirstName LastNameScott W. Absher
applicable. Please also provide us with your legal analysis that such
digital assets are not
Comapany NameShiftPixy,
securities Inc. you are not facilitating, or causing you to
engage in, transactions
and, therefore,
Octoberin25,
unregistered
2022 Pagesecurities.
2
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Scott W. Absher
FirstName LastNameScott W. Absher
ShiftPixy, Inc.
Comapany
October 25,NameShiftPixy,
2022 Inc.
October
Page 3 25, 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Brian Fetterolf at 202-551-6613 or Mara Ransom at
202-551-3264 if
you have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jeff Cahlon