ShiftPixy Reports Board Approval Special Dividend To Shareholders In Form Of Common Shares Of Industrial Human Capital

ShiftPixy, Inc. (NASDAQ:PIXY) (“ShiftPixy” or the “Company”), a Florida-based national staffing enterprise which designs, manages, and sells access to a disruptive, revolutionary platform that facilitates employment in the rapidly growing Gig Economy, today announced that its Board of Directors (the “Board”) approved a special distribution to ShiftPixy shareholders in the form of shares of common stock of Industrial Human Capital, Inc. (NYSE:AXH), the special purpose acquisition company, or “SPAC”, in which ShiftPixy currently owns an approximate 15% ownership stake. All ShiftPixy shareholders of record as of May 17, 2022, will receive their pro rata share of AXH common stock equal in proportion to their percentage holdings of ShiftPixy common stock issued and outstanding, subject to certain conditions described below. The exact number of shares of AXH common stock to be received by ShiftPixy shareholders for each share of ShiftPixy common stock will be determined immediately before the record date based on the number of shares of ShiftPixy common stock outstanding on an as-converted and as-exercised basis. The AXH shares are expected to be distributed to eligible ShiftPixy shareholders as soon as practicable following the completion of AXH’s initial business combination, subject to a registration statement covering the AXH shares being declared effective by the Securities and Exchange Commission (“SEC”). Fractional shares will not be issued, and no distributions will be made in lieu of fractional shares. There is no assurance that AXH will be able to successfully complete its initial business combination, in which case AXH would cease all operations except for the purpose of winding up and the AXH common stock will be worthless.

ShiftPixy acquired the AXH shares subject to the special distribution as part of its financial sponsorship of AXH. Pursuant to the terms of that transaction, ShiftPixy is permitted to divest these shares by whatever means it deems appropriate and in its best interests to ensure that it does not become an “investment company” subject to registration under the Investment Company Act of 1940 (the “1940 Act”). ShiftPixy’s Board believes that the special distribution will enable the Company to avoid registration under the 1940 Act.

Payment of the special distribution will be subject to certain conditions, including: (i) consummation of AXH’s initial business combination; (ii) filing with the SEC of a registration statement covering the AXH common stock subject to the special distribution, which the SEC has declared effective; and (iii) a determination by the Board at the time of payment that the special distribution complies with all relevant provisions of Wyoming law. In addition, all shares subject to the special distribution shall be subject to transfer restrictions pursuant to lock up provisions agreed to by ShiftPixy and A.G.P./Alliance Global Partners (“AGP”), as representative of the underwriters of the AXH initial public offering, and AXH, that provide that such securities are not transferable or salable until one (1) year after the completion of the initial business combination, subject to certain exceptions, as described in the Registration Statement on Form S-1 filed by AXH with the SEC and declared effective on October 19, 2021.

ShiftPixy shareholders do not currently need to take any action to receive the special distribution of AXH common stock. Following the completion of AXH’s initial business combination, ShiftPixy shareholders will continue to hold, along with their new shares of AXH common stock, the same number of shares of ShiftPixy common stock they held immediately prior to the special distribution.

ShiftPixy shareholders are encouraged to consult with their financial and tax advisors regarding the specific implications of receiving the special distribution.