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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
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OMB
APPROVAL |
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OMB
Number: 3235-0058
Expires:
September 30, 2026
Estimated
average burden
hours
per response....2.50 |
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FORM
12b-25 |
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SEC
FILE NUMBER
000-56453 |
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NOTIFICATION
OF LATE FILING |
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CUSIP
NUMBER |
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one): |
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☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: December 31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Limitless
X Holdings, Inc. |
Full
Name of Registrant
Former
Name if Applicable
| 9777
Wilshire Blvd., #400 |
Address
of Principal Executive Office (Street and Number)
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and |
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
LIMITLESS
X HOLDINGS, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form
10-K for the year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026 filing date applicable to smaller reporting
companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As
a result, the Registrant is still in the process of compiling required information to complete the Annual Report and its independent
registered public accounting firm requires additional time to complete its review of the financial statements for the year ended December
31, 2025 to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the
fifteenth calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Jaspreet
Mathur |
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1-800 |
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736-2030 |
| (Name) |
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(Area
Code) |
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(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
Yes
☒ No ☐ |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
Yes
☐ No ☒ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
LIMITLESS
X HOLDINGS, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| March
31, 2026 |
By: |
/s/
Jaspreet Mathur |
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Name: |
Jaspreet
Mathur
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Title: |
Chief
Executive Officer |