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December 1, 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
Response dated November 18, 2022
File No. 333-267751
Dear Scott W. Absher:
            We have reviewed your November 18, 2022 response to our comment letter and have the
following 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2022 letter.
Response dated November 18, 2022
General
1.We note your response to comment 3 that the digital securities will be a “representation of
a company’s common stock that acts as a receipt for the deposit or purchase and
ownership of shares in the company."  Please provide us with your analysis of whether
such digital representations and receipts are not new or separate securities, and therefore,
you are not facilitating, or causing you to engage in, transactions in unregistered
securities.  In responding to this comment, please address the differences in holding the
shares in book-entry form versus in tokenized form, including any differences in
shareholder rights such as transferability.  Refer to Gary Plastic Packaging Corp. v.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985) and

 FirstName LastNameScott W. Absher
 Comapany NameShiftPixy, Inc.
 December 1, 2022 Page 2
 FirstName LastName
Scott W. Absher
ShiftPixy, Inc.
December 1, 2022
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Abrahamson v. Fleschner, 586 F.2d 862 (2d Cir. 1977).
2.We also note that it is not clear how ownership of tokenized securities, initially and in
connection with resales, will be recorded.  Please clarify how the tokenized securities will
be held on the books and records of the transfer agent (i.e. in the name of MERJ Dep. or
in the name of the individual shareholders).  Please also clarify whether and, if so, how
subsequent resales of the tokenized securities on the Upstream platform will be reflected
on the books and records of the transfer agent or if all such transfers will be records solely
on the books and records of MERJ Dep.  Finally, based on your responses to the
foregoing, please clarify how tokenized securities will be withdrawn from the Upstream
platform and returned to book-entry form with the transfer agent and how the “lost
certificate” process will work in the context of the tokenized securities, in particular if the
tokenized securities will be held in the name of the MERJ Dep. on the books and records
of the transfer agent.
3.Given that the Upstream platform will facilitate resales of the tokenized securities, please
clarify what you mean by the statement that “Upstream does not allow third party
transfers, withdrawals, or movements. The shares may only be deposited and withdrawn
to/by the same shareholder, and the shareholder information must match the KYC pack.”
4.We note the statement that the transfer agent will have “an individual share count per
person/entity for shares that are not deposited with either CEDE & Co. or MERJ Dep. for
secondary trading.”  Please clarify how these securities would be held if not deposited
with one of the depositories.  For example, does the company continue to use paper
certificated shares?
5.Please clarify whether the tokenized securities will be held in an omnibus account or
whether the individual shareholders hold the private keys.
6.Please explain what you mean by the statements that MERJ Dep. will “manage” the
tokenized securities.
7.Please explain how Upstream will be able to prevent “transfers, withdrawals, or
movements” of the tokenized securities.
8.We note your response to comment 4 that "[t]here is no current proposed Upstream
offering by the Company," but Upstream's website indicates that you are or plan to
conduct a "Follow on Offering" of up to $10 million with a minimum investment of $100.
Please reconcile.
9.Please describe in greater detail the KYC policies and procedures of Upstream.  In
responding to this comment, please clarify the extent to which such KYC policies and
procedures involve self-certification or IP address monitoring.

 FirstName LastNameScott W. Absher
 Comapany NameShiftPixy, Inc.
 December 1, 2022 Page 3
 FirstName LastName
Scott W. Absher
ShiftPixy, Inc.
December 1, 2022
Page 3
            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