Limitless X proposes $25M offering at $1.25

Limitless X Holdings Inc. proposes to offer 20,000,000 securities at $1.25 each; the aggregate offering price attributed to securities offered on the issuer’s behalf is $25,000,000.

Rhea-AI Filing Summary

Limitless X Holdings Inc. proposes to offer 20,000,000 securities at $1.25 each; the aggregate offering price attributed to securities offered on the issuer’s behalf is $25,000,000. Estimated net proceeds to the issuer are $22,930,000. Atlas Clearing, Inc. is identified as the selling agent, DealMaker Securities LLC as a selected dealer, and sales commissions are estimated at $1,750,000, or 7% of gross proceeds. A financial table lists total revenue of $119,776 and net income of -$31,754,996.

Filing Explained

As of June 30, 2026, reported cash equaled two days of second-quarter operating cash use.

The amendment reports that 1,046,836 common shares were issued for unpaid wages, along with common shares for consulting and bonus services; those completed issuances increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

It also lists 1,264,365 Preferred D shares issued in conversion of 304,264 Preferred C shares.

The latest quarterly report showed $7,737 of cash and equivalents as of June 30, 2026, and $346,661 of operating cash use during the quarter; at that reported rate, cash equaled 2 days of operating cash use.

Sources and calculations

• Limitless X Holdings Inc. Form 1-A/A (2026-10-26)
• Dilution definition (undated)
• Limitless X Holdings Inc. 2026 second-quarter fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $7,737 / ($346,661 / 91) = 2 days

Key Figures

Securities offered: 20,000,000 securities Price per security: $1.25 Aggregate offering price: $25,000,000 +5 more

8 metrics

Securities offered 20,000,000 securities Proposed offering

Price per security $1.25 Proposed offering

Aggregate offering price $25,000,000 Securities offered on behalf of the issuer

Estimated net proceeds $22,930,000 To the issuer

Sales commissions $1,750,000 Estimated offering fees

Commission rate 7% of gross proceeds Total commission

Total revenue $119,776 Issuer financial statements

Net income -$31,754,996 Issuer financial statements

Key Terms

Regulation A, aggregate offering price, Selling Agent, selected dealer

4 terms

Regulation A regulatory

"FORM 1-A REGULATION A OFFERING STATEMENT"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

aggregate offering price financial

"The portion of the aggregate offering price attributable to securities"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Selling Agent financial

"Atlas Clearing, Inc. ... is the Selling Agent."

selected dealer financial

"DealMaker Securities LLC ... participates as a selected dealer."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many securities is LIMX proposing to offer, and at what price?

Limitless X Holdings Inc. proposes to offer 20,000,000 securities at $1.25 each, with an aggregate offering price of $25,000,000 attributed to securities offered on the issuer’s behalf.

How much does LIMX estimate it will receive from the offering?

Limitless X Holdings Inc. estimates net proceeds of $22,930,000 to the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 05:21 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:01 PM EDT Learn about SEC filing dates

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number: 3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001803977
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-12800
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	Limitless X Holdings Inc.
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	2010
CIK	0001803977
Primary Standard Industrial Classification Code	SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION
I.R.S. Employer Identification Number	81-1034163
Total number of full-time employees	9
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	9777 Wilshire Blvd.
Address 2	#400
City	Beverly Hills
State/Country	CALIFORNIA
Mailing Zip/ Postal Code	90210
Phone	855-413-7030

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Jaspreet Mathur
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 7737.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 87133.00
Property and Equipment	$
Total Assets	$ 1722397.00
Accounts Payable and Accrued Liabilities	$ 4073278.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 7823710.00
Total Stockholders' Equity	$ -9219266.00
Total Liabilities and Equity	$ 1722397.00

Statement of Comprehensive Income Information

Total Revenues	$ 119776.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 13937.00
Total Interest Expenses	$
Depreciation and Amortization	$ 2580.00
Net Income	$ -31754996.00
Earnings Per Share - Basic	$ -1.74
Earnings Per Share - Diluted	$ -1.74

Name of Auditor (if any) M&K CPAS, PLLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	18506957
Common Equity CUSIP (if any):	75955K300
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTCQB

Preferred Equity

Preferred Equity Name of Class (if any)	Class A Convertible Preferred
Preferred Equity Units Outstanding	500000
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Class B Convertible Preferred
Preferred Equity Units Outstanding	1081356
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Class C Convertible Preferred
Preferred Equity Units Outstanding	33430
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series D Preferred Stock
Preferred Equity Units Outstanding	1669579
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Class F Preferred Stock
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Debt Securities

Debt Securities Name of Class (if any)	None
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)	None

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock)

Option, warrant or other right to acquire another security

Other(describe)

Provide a description Units, each consisting of one share of Class F Convertible Preferred Stock and one Common Stock Purchase Warrant. Common stock issuable upon conversion of Class F Convertible Preferred Stock.

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	20000000
Number of securities of that class outstanding	0

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 1.2500
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 25000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 25000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider	N/A	Underwriters - Fees	$ 0.00
Sales Commissions - Name of Service Provider	Atlas Clearing, Inc. (f/k/a Wilson-Davis & Co., Inc.)	Sales Commissions - Fee	$ 1750000.00
Finders' Fees - Name of Service Provider	N/A	Finders' Fees - Fees	$ 0.00
Accounting or Audit - Name of Service Provider	M&K CPAS, PLLC	Accounting or Audit - Fees	$ 50000.00
Legal - Name of Service Provider	Fox Rothschild LLP	Legal - Fees	$ 50000.00
Promoters - Name of Service Provider	N/A	Promoters - Fees	$ 0.00
Blue Sky Compliance - Name of Service Provider	Fox Rothschild LLP	Blue Sky Compliance - Fees	$ 10000.00
CRD Number of any broker or dealer listed:	000003777

Estimated net proceeds to the issuer	$ 22930000.00
Clarification of responses (if necessary)	Atlas Clearing, Inc. (CRD No. 000003777) is the Selling Agent. DealMaker Securities LLC (CRD No. 000315324) participates as a selected dealer. Total commission: 7% of gross proceeds. See the offering circular for details.

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING DISTRICT OF COLUMBIA PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions	ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING DISTRICT OF COLUMBIA PUERTO RICO

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer	Limitless X Holdings Inc.
(b)(1) Title of securities issued	(1) Common Stock; (2) Class C Convertible Preferred Stock (Class C Stock) and (3) Series D 15 percentage Cumulative Redeemable Perpetual Preferred Stock (Series D Preferred Stock)
(2) Total Amount of such securities issued	1906701
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	The following securities were issued: 1. November 10, 2025 - 6,750 common shares issued for consulting services to a consultant. The basis of the amount of $10,800 was calculated based on $1.44 per share. 2. November 28, 2025 - 86,805 common shares issued for consulting services to a consultant. The basis of the amount of $125,000 was calculated based on $1.44 per share. 3. January 22, 2026 - 181,661 common shares issued for consulting services to a consultant. The basis of the amount of $520,098 was calculated based on $2.86 per share. 4. February 5, 2026 - 1,046,836 common shares issued to employees for unpaid wages. The basis of the amount of $1,266,270 was calculated based on $0.84 per share. 5. February 5, 2026 - 250,000 common shares issued to employee for bonus shares for services. The basis of the amount of $550,000 was calculated based on $2.20 per share. 6. February 10, 2026 - 34,649 common shares issued for consulting services to a consultant. The basis of the amount of $67,931 was calculated based on $1.96 per share. 7. April 1, 2026 - 181,661 Preferred B Shares issued for executive compensation for services. The basis of the amount of $1,375,000 was calculated based on $2.50 per share. 8. January 22, 2026 - 1,264,365 Preferred D Shares issued for conversion of Preferred C Shares of 304,264. The basis of the amount of $31,609,141 was calculated based on $25.00 per share.
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption Section 4(a)(2) under the Securities Act of 1933, as amended. Each investor is an accredited investor or sophisticated investor, acquired the securities for their own account for investment purposes and a Rule 144 legend was placed on each security.