AXH / Industrial Human Capital Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class Units, each consisting of one share of common stock and one redeemable warrant, Common Stock, and Warrants (t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Id

Exhibit 3.1 Delaware The First State Page 1 5126969 8100 Authentication: 204819092 SR# 20223975062 Date: 11-09-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELA

Exhibit 3.1 Delaware The First State Page 1 5126969 8100 Authentication: 204819092 SR# 20223975062 Date: 11-09-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “INDUSTRIAL HUMAN CAPITAL, INC.”, FILED IN THIS OF

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Id

FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Industrial Human Capi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40934 86-2127945 (State or other jurisdiction of incorporati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Iden

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Iden

Working Capital Loan Agreement

Exhibit 10.1 Working Capital Loan Agreement This Working Capital Loan Agreement (?Agreement?) formalizes an informal agreement that was entered on or about the 17th day of March 2022 by and between Industrial Human Capital, Inc., a Delaware corporation (?Industrial?), and ShiftPixy Investments, Inc., a Wyoming corporation (the ?Sponsor?) (Industrial and Sponsor each a ?Party? and collectively the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Ident

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Ident

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Identi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Iden

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Ident

ShiftPixy, Inc. Announces Management Changes

Exhibit 99.1 FOR IMMEDIATE RELEASE ShiftPixy, Inc. Announces Management Changes MIAMI, FL ? May 24, 2022 ? 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 Direct

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Identi

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2022 INDUSTRIAL HUMAN CAPITAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-2127945 (State of incorporation or organization) (I.R.S. Employer Identi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SEC File No. 001-40934 Indus

Description of Securities

Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of common stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SEC File No. 001-40934 Industr

AXH.U / Industrial Human Capital, Inc. Units, each consisting of one share of common stock and one redeemable warrant / ShiftPixy Investments, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Industrial Human Capital, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45617P203 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

AXH.U / Industrial Human Capital, Inc. Units, each consisting of one share of common stock and one redeemable warrant / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40934 86-2127945 (State or other jurisdiction of incorp

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Industrial Human Capital, Inc (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 45617P203** (CUSIP Number) October 25, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

Feis Lawrence Michael - SCHEDULE 13G

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Industrial Human Capital, Inc. (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 45617P203 (CUSIP Number) No

INDUSTRIAL HUMAN CAPITAL, INC INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDUSTRIAL HUMAN CAPITAL, INC INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 22, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Industrial Human Capital, Inc. Opinion on the Financial Statements We have audited

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tm2131241d18k.htm FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 22, 2021 Date of Report (Date of earliest event reported) Industrial Human Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 40934 86-2127945 (State or other j

Space Summit Capital LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INDUSTRIAL HUMAN CAPITAL, INC. (Name of Issuer) Units (Title of Class of Securities) 45617P203 (CUSIP Number) October 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Industrial Human Capital, Inc. Announces Pricing of $100 Million Initial Public Offering

EX-99.1 11 tm2130920d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Industrial Human Capital, Inc. Announces Pricing of $100 Million Initial Public Offering Miami, Florida, October 19, 2021 - Industrial Human Capital, Inc. (the “Company”) announced today the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (“NY

Private Placement Warrants Subscription Agreement, dated October 19, 2021, by and between the Company and the Sponsor

EX-10.4 8 tm2130920d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 October 19, 2021 Ladies and Gentlemen: Industrial Human Capital, Inc. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial pub

Indemnity Agreements, each dated as of October 19, 2021, by and between the Company and each of the officers and directors of the Company

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 19, 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the ?Company?), and each of the undersigned persons (each, an ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other ca

Registration Rights Agreement, dated October 19, 2021, by and among the Company and certain security holders of the Company

EX-10.3 7 tm2130920d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representat

Warrant Agreement, dated October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of October 19, 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as wa

Administrative Support Agreement, dated October 19, 2021, by and between the Company and the Sponsor

Exhibit 10.6 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33131 October 19, 2021 ShiftPixy Investments, Inc. 501 Silverside Road, Suite 102 Wilmington, Delaware 19809 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Industrial Human Capital, Inc., a Delaware corporation (the ?Company?) and ShiftPixy Investments, Inc., a

Investment Management Trust Agreement, dated October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company

EX-10.2 6 tm2130920d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s re

Letter Agreement, dated October 19, 2021, by and among the Company and its officers and directors and the Sponsor

Exhibit 10.1 October 19, 2021 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33135-3250 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Industrial Human Capital, Inc. a Delaware corporation (the ?Company

Underwriting Agreement, dated October 19, 2021, by and between the Company and A.G.P./Alliance Global Partners, as representative of the several underwriters named therein

Exhibit 1.1 INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT New York, New York October 19, 2021 A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the ?Company?), hereby confirms its agreement with A

Industrial Human Capital, Inc. Announces Closing of $115 Million Initial Public Offering

EX-99.2 12 tm2130920d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Industrial Human Capital, Inc. Announces Closing of $115 Million Initial Public Offering Miami, Florida, October 22, 2021 - Industrial Human Capital, Inc. (the “Company”) announced today that it has closed its initial public offering of 11,500,000 units at a price of $10.00 per unit. This includes the exercise in full by the underwriters o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2021 Date of Report (Date of earliest event reported) Industrial Human Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 40934 86-2127945 (State or other jurisdiction of incorporation) (Co

Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 and 245 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is INDUSTRIAL HUMAN CAPITAL, INC. 2. The cor

$100,000,000 Industrial Human Capital, Inc. 10,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-255594 PROSPECTUS $100,000,000 Industrial Human Capital, Inc. 10,000,000 Units Industrial Human Capital, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer

K2 PRINCIPAL FUND, L.P.

SC 13G 1 13GAXHU20211020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Industrial Human Capital, Inc (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 45617P203** (CUSIP Number) October 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INDUSTRIAL HUMAN CAPITAL, INC. (Exact Name of R

8-A12B 1 tm2112601d68a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INDUSTRIAL HUMAN CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 86-2127945 (State or other jurisdiction of incorporation or

October 18, 2021

October 18, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren Nguyen Re: Industrial Human Capital, Inc. Registration Statement on Form S-1 Filed October 14, 2021 File No. 333-255594 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./A

Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33131

Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33131 October 18, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Industrial Human Capital, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-255594) (the “Registration Statement”) Lad

As filed with the U.S. Securities and Exchange Commission on October 14, 2021.

S-1/A 1 tm2128092d2s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on October 14, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-2

Forfeiture Agreement, dated October 12, 2021, between the Registrant and ShiftPixy Investments, Inc.

EX-10.12 11 tm2128092d2ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is entered into as of October 12, 2021, by and between ShiftPixy Investments, Inc. (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”). RECITALS WHEREAS, the Transferor desires to transfer 987,500 shares (the “Shares”) of common stock of the Transfer

Form of Amended and Restated Certificate of Incorporation

EX-3.2 3 tm2128092d2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 and 245 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 8 tm2128092d2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrati

Forfeiture Agreement, dated October 12, 2021, between the Registrant and A.G.P./Alliance Global Partners

Exhibit 10.13 FORFEITURE AGREEMENT This Forfeiture Agreement (this ?Agreement?) is entered into as of October 12, 2021, by and between A.G.P./Alliance Global Partners (the ?Transferor?) and Industrial Human Capital, Inc. (the ?Transferee?). RECITALS WHEREAS, the Transferor desires to transfer 450,000 shares (the ?Shares?) of common stock of the Transferee back to the Transferee. NOW, THEREFORE, th

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 5 tm2128092d2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Stre

Specimen Unit Certificate

EX-4.1 4 tm2128092d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] INDUSTRIAL HUMAN CAPITAL, INC. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par valu

Form of Placement Warrant Purchase Agreement between the Registrant and ShiftPixy Investments, Inc.

EX-10.7 10 tm2128092d2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 [●], 2021 Ladies and Gentlemen: Industrial Human Capital, Inc. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public of

Form of Letter Agreement among the Registrant and the representative, the Company’s initial stockholders, officers and directors and ShiftPixy Investments, Inc.

EX-10.1 7 tm2128092d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [], 2021 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33135-3250 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Human Capital, Inc.

Form of Underwriting Agreement

EX-1.1 2 tm2128092d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT New York, New York [], 2021 A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), he

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 9 tm2128092d2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, an

As filed with the U.S. Securities and Exchange Commission on September 21, 2021.

S-1/A 1 tm2128092d1s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on September 21, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86

Securities Subscription Agreement, dated April 9, 2021, between the Registrant and A.G.P./Alliance Global Partners

EX-10.6 4 tm2112601d10ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SUBSCRIPTION AGREEMENT TO: The Directors of Industrial Human Capital, Inc. (the “Company”). The undersigned hereby subscribes for 2,000,000 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $9,638.55 to the Com

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 3 tm2112601d10ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, a

Form of Underwriting Agreement

EX-1.1 2 tm2112601d10ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT New York, New York [], 2021 A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), h

As filed with the U.S. Securities and Exchange Commission on September 3, 2021.

S-1/A 1 tm2112601d10s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on September 3, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-10.3 6 tm2112601d9ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrati

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant a

Forfeiture Agreement between the Registrant and A.G.P./Alliance Global Partners.*

EX-10.11 10 tm2112601d9ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is entered into as of August 2, 2021, by and between A.G.P./Alliance Global Partners (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”). RECITALS WHEREAS, the Transferor desires to transfer 800,000 shares (the “Shares”) of common stock of the Transf

Form of Placement Warrant Purchase Agreement between the Registrant and ShiftPixy Investments, Inc.*

EX-10.7 8 tm2112601d9ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 [●], 2021 Ladies and Gentlemen: Industrial Human Capital, Inc. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public off

Form of Nominating Committee Charter*

Exhibit 99.3 INDUSTRIAL HUMAN CAPITAL, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [●], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Industrial Human Capital, Inc. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and recommend to the Bo

As filed with the U.S. Securities and Exchange Commission on August 24, 2021.

S-1/A 1 tm2112601d9s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on August 24, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-21

Form of Underwriting Agreement

Exhibit 1.1 INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT New York, New York [], 2021 A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Al

Form of Letter Agreement among the Registrant and the representative, the Company’s initial stockholders, officers and directors and ShiftPixy Investments, Inc.*

Exhibit 10.1 [], 2021 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33135-3250 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Human Capital, Inc. a Delaware corporation (the “Company”), and

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other par

Forfeiture Agreement between the Registrant and ShiftPixy Investments, Inc.*

Exhibit 10.10 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is entered into as of August 2, 2021, by and between ShiftPixy Investments, Inc. (the “Transferor”) and Industrial Human Capital, Inc. (the “Transferee”). RECITALS WHEREAS, the Transferor desires to transfer 2,075,000 shares (the “Shares”) of common stock of the Transferee back to the Transferee. NOW, THEREFORE, the pa

Form of Code of Ethics*

Exhibit 14 INDUSTRIAL HUMAN CAPITAL, INC. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which i

As filed with the U.S. Securities and Exchange Commission on July 23, 2021.

S-1/A 1 tm2112601d8s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 23, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-2127

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 and 245 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is INDUSTRIAL HUMAN CAPITAL, INC. 2. The cor

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 3 tm2112601d8ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Stre

As filed with the U.S. Securities and Exchange Commission on July 16, 2021.

As filed with the U.S. Securities and Exchange Commission on July 16, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-2127945 (State or other jurisdiction

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant a

Form of Code of Ethics

EX-14 4 tm2112601d7ex14.htm EXHIBIT 14 Exhibit 14 INDUSTRIAL HUMAN CAPITAL, INC. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws

& L

Loeb & Loeb LLP 345 Park Avenue New York, NY 1015 Main 212.407.4000 Fax 212.407.4990 July 16, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Timothy Collins Loan Lauren Nguyen Re: Industrial Human Capital, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed on June 30, 2021 File No. 333-255594 Dear Mr. Collins

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 and 245 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is INDUSTRIAL HUMAN CAPITAL, INC. 2. The cor

Form of Indemnity Agreement*

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-10.3 14 tm2112601d5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrat

Securities Subscription Agreement, dated February 18, between the Registrant and ShiftPixy Investments, Inc.*

Exhibit 10.5 SUBSCRIPTION AGREEMENT TO: The Directors of Industrial Human Capital, Inc. (the ?Company?). The undersigned hereby subscribes for 4,312,500 shares of common stock, par value $0.0001 per share (the ?Shares?) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company. The undersigned agrees to take the Shares

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL HUMAN CAPITAL, INC. Pursuant to Section 242 and 245 of the Delaware General Corporation Law INDUSTRIAL HUMAN CAPITAL, INC., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is INDUSTRIAL HUMAN CAPITAL, INC. 2. The cor

Form of Compensation Committee Charter*

Exhibit 99.2 INDUSTRIAL HUMAN CAPITAL, INC. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Industrial Human Capital, Inc., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compe

By Laws*

Exhibit 3.3 BY-LAWS OF Industrial Human Capital, Inc. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Direct

Form of Code of Ethics

Exhibit 14 INDUSTRIAL HUMAN CAPITAL, INC. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which i

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant a

Specimen Warrant Certificate*

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS INDUSTRIAL HUMAN CAPITAL, INC. CUSIP [] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of Industrial Human Capital, Inc., a Delaware corporation (the “Company”), expiring at 5:00 p.m.,

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Industrial Human Capital, Inc., a Delaware corporation (the “Company”), ShiftPixy Investments, Inc., a Wyoming corporation (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other par

Promissory Note, dated April 8, 2021 issued to ShiftPixy Investments, Inc.*

EX-10.2 13 tm2112601d5ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND

Specimen Unit Certificate*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] INDUSTRIAL HUMAN CAPITAL, INC. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common S

Form of Administrative Support Agreement by and between the Registrant and ShiftPixy Investments, Inc.*

Exhibit 10.9 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33131 [●], 2021 ShiftPixy Investments, Inc. 501 Silverside Road, Suite 102 Wilmington, Delaware 19809 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Industrial Human Capital, Inc., a Delaware corporation (the “Company”) and ShiftPixy Investments, Inc., a Wyoming

Form of Underwriting Agreement*

Exhibit 1.1 INDUSTRIAL HUMAN CAPITAL, INC. UNDERWRITING AGREEMENT New York, New York [], 2021 A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Industrial Human Capital, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Al

Specimen Common Stock Certificate*

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] INDUSTRIAL HUMAN CAPITAL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF INDUSTRIAL HUMAN CAPITAL, INC. (THE “COMPANY”) transferable on the books of the Company in pe

Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 June 30, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Loan Lauren Nguyen Timothy Collins Re: Industrial Human Capital, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on June 14, 2021 File No. 33

Form of Placement Warrant Purchase Agreement between the Registrant and ShiftPixy Investments, Inc.*

Exhibit 10.7 [●], 2021 Ladies and Gentlemen: Industrial Human Capital, Inc. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering to be lead-managed by A.G.P./Alliance G

Form of Business Combination Marketing Agreement*

Exhibit 1.2 A.G.P./Alliance Global Partners 590 Madison Avenue 28th Floor New York, New York 10022 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33135-3250 Attn: Scott W. Absher, Chief Executive Officer Ladies and Gentlemen: This letter confirms our agreement (this “Agreement”) whereby Industrial Human Capital, Inc., a Delaware corporation (“Company”), has requested A.

Certificate of Incorporation*

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?INDUSTRIAL HUMAN CAPITAL, INC.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF FEBRUARY, A.D. 2021, AT 4:45 O`CLOCK P.M. 5126969 8100 Authentication: 202527973 SR# 20210481165 Date: 02-17-21

Form of Audit Committee Charter*

EX-99.1 23 tm2112601d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INDUSTRIAL HUMAN CAPITAL, INC. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Industrial Human Capital, Inc., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of t

Securities Subscription Agreement, dated April 9, 2021, between the Registrant and A.G.P./Alliance Global Partners.*

Exhibit 10.6

As filed with the U.S. Securities and Exchange Commission on June 30, 2021.

As filed with the U.S. Securities and Exchange Commission on June 30, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-2127945 (State or other jurisdiction

Form of Letter Agreement among the Registrant and the representative, the Company’s officers and directors and ShiftPixy Investments, Inc. *

Exhibit 10.1 [], 2021 Industrial Human Capital, Inc. 501 Brickell Key Drive, Suite 300 Miami, FL 33135-3250 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Human Capital, Inc. a Delaware corporation (the “Company”), and

As filed with the U.S. Securities and Exchange Commission on June 11, 2021.

S-1/A 1 tm2112601d2s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on June 11, 2021. Registration No. 333-255594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Industrial Human Capital, Inc., a Delaware corporation, with offices at 501 Brickell Key Drive, Suite 300, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant a

1

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 June 11, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Loan Lauren Nguyen Timothy Collins Re: Industrial Human Capital, Inc. Registration Statement on Form S-1 Filed on April 29, 2021 File No. 333-255594 Dear Ms.

Power of Attorney (included on the signature page to the initial filing of this Registration Statement)*

As filed with the U.S. Securities and Exchange Commission on April 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Industrial Human Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-2127945 (State or other jurisdiction of incorporation or orga

Consent of John A. Quelch*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Industrial Human Capital, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Industr

Consent of Heath Hawker*

EX-99.4 4 tm2112601d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Industrial Human Capital, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a