Limitless X Holdings Announces Binding LOI to Acquire Controlling Stake in Instacart-Integrated AI Meal Planning and Smart Shopping Platform DING

Rhea-AI Summary

Limitless X Holdings (OTCQX: LIMX) reported that its subsidiary BodyCor entered a binding LOI to acquire a controlling 60% equity interest in DING, an Instacart-integrated AI meal planning and shopping platform, at a pre-money enterprise value of $15 million.

Consideration is planned as restricted LIMX common shares with an aggregate target value of $9 million (90-day VWAP basis). BodyCor may provide up to $1.75 million in growth capital; closing is subject to due diligence and definitive agreements.

Positive

• Acquisition of 60% controlling equity interest in DING
• Pre-money enterprise valuation of $15 million
• Consideration structured as $9 million in restricted LIMX shares
• Access to Instacart integration and national grocery fulfillment

Negative

• Issuance of $9 million in LIMX shares could dilute existing holders
• Potential additional funding up to $1.75 million from BodyCor
• Transaction contingent on due diligence and definitive agreements

LOS ANGELES, Feb. 02, 2026 (GLOBE NEWSWIRE) -- Limitless X Holdings Inc. (OTCQX: LIMX) today announced that its wholly owned technology subsidiary, BodyCor Inc., has entered into a binding Letter of Intent (LOI) to acquire a controlling equity interest in Ding Easy AI LLC (“DING”), an AI-powered nutrition and wellness platform integrated directly with Instacart.

The proposed transaction positions DING as a foundational technology layer within the Limitless X wellness ecosystem, combining AI-driven nutrition guidance with real-world grocery fulfillment through Instacart’s national infrastructure.

How DING Works: AI-Driven Nutrition Meets Real-World Grocery Execution

DING is designed to simplify healthy living by transforming nutrition decisions into actionable, shoppable outcomes. Through its AI-assisted platform, users receive personalized meal and nutrition guidance based on dietary preferences, lifestyle goals, and household needs. Rather than stopping at recommendations, the DING platform converts those insights into Instacart-enabled grocery carts, allowing users to seamlessly order ingredients directly from participating retailers.

This approach removes common friction points in nutrition planning, including decision fatigue, ingredient sourcing, and inconsistent execution, by aligning personalized guidance with immediate access to groceries through Instacart’s delivery and pickup network.

By integrating directly with Instacart’s platform, DING enables users to move from planning to purchase in a single workflow, reinforcing consistency, adherence, and long-term habit formation around healthier eating.

Strategic Importance of the Instacart Integration:

The Instacart integration is central to the DING platform’s strategy and scalability. Rather than building or managing its own logistics, DING leverages Instacart’s established infrastructure, retailer relationships, and consumer familiarity to focus on software, personalization, and user experience.

Under the LOI, BodyCor is expected to obtain full access and operational control of the Instacart integration associated with the DING platform, ensuring alignment across technology, data visibility, and platform governance as the product evolves.

This structure allows Limitless X to pursue a capital-efficient, asset-light model while benefiting from Instacart’s national reach and embedded consumer behavior.

Transaction Overview

Pursuant to the LOI, BodyCor intends to acquire 60% of the fully diluted equity of DING through a stock-for-stock transaction, valuing DING at a pre-money enterprise value of $15 million, subject to customary due diligence and definitive documentation.

As consideration, DING equity holders are expected to receive restricted common shares of Limitless X Holdings Inc. with an aggregate target value of $9 million, determined based on the volume-weighted average price of LIMX common stock over the 90-day period preceding closing.

Growth Capital to Accelerate Platform Development

The LOI further contemplates that BodyCor may provide up to $1.75 million in growth capital, subject to conditions, to support:

• Expansion of AI-driven nutrition and personalization features
• Enhancement of the Instacart-integrated user experience
• Product refinement, analytics, and platform scalability
• User engagement, retention, and habit-formation tools
  
  

Initial funding tranches are expected to be tied to defined budgets, reporting standards, and performance milestones.

Governance and Long-Term Alignment

Following closing, BodyCor will obtain governance and oversight rights consistent with a controlling equity position, including board representation and approval rights over material actions, as to be detailed in definitive agreements.

The transaction structure also includes a future call option allowing BodyCor to acquire the remaining equity interest in DING upon achievement of defined valuation thresholds, aligning incentives around long-term platform growth.

Strategic Vision

“DING bridges a critical gap between knowing what to eat and actually doing it,” said Jas Mathur, Chairman and Chief Executive Officer of Limitless X Holdings Inc. “By combining AI-driven nutrition guidance with Instacart’s real-world grocery execution, this platform has the potential to materially improve how people approach food, health, and consistency without adding complexity to their lives.”

“This proposed acquisition reflects our broader strategy of building technology-enabled wellness platforms that integrate seamlessly into everyday consumer behavior,” Mathur added.

About Limitless X Holdings Inc.

Limitless X Holdings, Inc. (OTCQX: LIMX) is creating a high-growth, value-driven ecosystem built to look good, feel great, and achieve peak performance across health, wellness, entertainment, community, and brand development. Through its wholly owned subsidiary, the company operates a rapidly expanding direct-to-consumer eCommerce platform delivering innovative products and services that drive transformation, leveraging entry into wellness, media, and lifestyle innovation.

For more information, please visit: https://ir.limitlessx.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially. Factors include, but are not limited to, market conditions, retail acceptance, regulatory requirements, operational execution, and competitive dynamics. Additional risk factors are detailed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.

Media Contact
media@limitlessx.com

Investor Relations
ir@limitlessx.com

FAQ

What does Limitless X (LIMX) plan to acquire from DING under the LOI?

Limitless X, via BodyCor, intends to acquire a 60% controlling interest in DING. According to the company, the deal values DING at a $15 million pre-money enterprise value and is structured as a stock-for-stock transaction.

How will Limitless X pay for the DING acquisition and what are the terms?

Consideration is planned as restricted LIMX common shares with an aggregate target value of $9 million. According to the company, the $9 million value is based on LIMX 90-day VWAP preceding closing, subject to due diligence and definitive documents.

Will Limitless X fund DING after closing and how much capital is contemplated?

BodyCor may provide up to $1.75 million in growth capital to DING for product and AI development. According to the company, funding tranches will be tied to budgets, reporting standards, and performance milestones.

What strategic benefit does the Instacart integration provide for LIMX shareholders?

The Instacart integration offers immediate grocery fulfillment and national reach without building logistics. According to the company, this enables an asset-light approach focused on software, personalization, and user experience to scale DING.

What are the key risks investors should watch regarding the LIMX–DING LOI?

Primary risks include deal uncertainty from due diligence, potential shareholder dilution from $9 million in shares, and up to $1.75 million in additional funding. According to the company, the transaction remains subject to definitive agreements and customary conditions.