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 March 13, 2025

Jaspreet Mathur
Chief Executive Officer
Limitless X Holdings Inc.
9777 Wilshire Blvd. #400
Beverly Hills, CA 90210

 Re: Limitless X Holdings Inc.
 Offering Statement on Form 1-A
 Filed February 14, 2025
 File No. 024-12574
Dear Jaspreet Mathur:

 We have reviewed your offering statement and have the following
comment(s).

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 offering statement and the
information you
provide in response to this letter, we may have additional comments.

Offering Statement on Form 1-A
Cover Page

1. Given that you "will set aside in the Dividend Payment Account an amount
equal to
 two (2) years of dividend payments or $7.50 per share for the Series D
Preferred
 Stock," please revise the row titled "Less: Dividend Reserve" in the
chart to reflect
 such amount.
2. We note the following disclosure under Item 6(c)(1) in Part I of Form
1-A:
 "Extinguishment of debt in the amount of $3,375,00 pursuant to the
issuance
 of 375,000 Class D Stock to 1 creditor. Each share of Class D Stock was
valued at
 $25 per share" (emphasis added). It appears that this is referring to
the "debt
 conversation transaction" between the Company and Mr. Mathur, as
reflected on page
 53 under the section titled "Debt Conversion Agreements with Mr.
Mathur." That
 section, however, states that "the Company issued an aggregate of
135,000 shares of
 Series D Stock to Mr. Mathur" (emphasis added). Please revise to correct
the
 discrepancy.
3. We note your statement here and in the Summary, Business, and
Management's
 March 13, 2025
Page 2

 Discussion and Analysis of Financial Condition and Results of Operations
sections
 that in December 2024 you announced plans to expand into new industries.
Please
 revise each such statement to disclose that these plans are aspirational
and may not
 come to fruition. Please further revise the Management's Discussion and
Analysis
 section to describe the steps you intend to take, and the funds
required, to develop
 each of these new business lines, as well as the timeframe for the
development of each
 such business line. If you do not yet have such plans, please state that
is the case.
4. Please state here, and on page 4, that the Series D Preferred Stock has
no voting
 rights, other than in the limited circumstances required by Delaware
corporate law.
 Also state that your Chief Executive Officer controls voting on all
matters put to
 shareholders. Finally, state, if true, that you do not intend to seek
quotation or listing
 of the Series D Preferred Stock.
Risks Related to Our Business
We face competition in our market from various companies, most of which have
greater
financial, technical, and other resources than us., page 12

5. We note your disclosure that you "face significant competition from
other marketing
 companies." However, it does not appear that you plan to operate as a
marketing
 agency, but as a purveyor of goods and services. Please revise this risk
factor, as well
 as your disclosure on pages 28, F-6, and F-30, accordingly, or advise.
Plan of Distribution, page 22

6. We note that Mountain Share Transfer, LLC is acting as the transfer
agent for this
 offering. We also note, however, reference to Remark Holdings, Inc. in
the Notice to
 Investors attached as Exhibit 4.1, as well as on the cover page of the
Offering
 Statement. Please revise, or advise.
7. Please include a description of the material terms of your transfer
agent agreement
 with Mountain Share Transfer, LLC, and file the agreement as an exhibit.
Pricing of the Offering, page 22

8. We note your disclosure that you considered, among other things, "[y]our
past and
 present financial performance" in determining the price of the shares of
Series D
 Preferred Stock. Given your risk factor disclosure that "[yo]ur future
profitability is
 uncertain," you "have incurred recurring losses and may not be
profitable in the
 future," and you "expect to incur losses in the future," as well as the
doubts regarding
 your ability to continue as a going concern, please explain to us how
you determined
 an Offering Price of $25. In your response, discuss whether and how you
considered
 the recent sale prices of your common stock.
Use of Proceeds, page 24

9. We note the amount of "Dividend Reserve to be placed in escrow" is
reflected to be
 $11,250,000 if 100% of the Shares are sold. Throughout the Offering
Statement,
 however, you state that you "will set aside in the Dividend Payment
Account an
 amount equal to two (2) years of dividend payments or $7.50 per share
for the Series
 D Preferred Stock." Given that you are offering "[a]s many as 3,000,000
shares,"
 March 13, 2025
Page 3

 $11,250,000 appears to reflect only the amount equal to one year of
dividend
 payments of $3.75 per share. Please revise, or advise.
Licensing of Nutritional Products, page 27

10. With respect to your licensed nutritional products, please revise here,
and elsewhere
 relevant, including on page 6, to describe the material terms of the
licensing
 agreement, including duration and effect, expiration dates and expected
expiration
 dates. Also supplementally confirm, if true, that the agreement in
question is Exhibit
 6.5, or advise. Refer to Item 101(h)(4)(vii) of Regulation S-K.
Legal Proceedings, page 34

11. We note from your disclosure on page 14 that you are "currently involved
in a
 lawsuit" relating to the information published in your e-commerce
webpages. We also
 note two ongoing actions disclosed on page F-47. Please revise this
section to include
 a cross-reference to your disclosure on page F-47 regarding current
litigation, and to
 disclose the dates instituted, tentative schedules for litigation, and
the relief sought.
 Refer to Item 103(a) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 38

12. Please expand the discussion regarding the causes of material changes in
your results
 of operations for the periods presented to provide the reasons
underlying the
 significant changes in product sales, cost of sales, gross profit,
operating expenses and
 any other significant income statement line items. Refer to Item 9(a) of
Form 1-A.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 3 - Restatement, page F-11

13. Please revise here, and in Note 16 on page F-48, to disclose the nature
of each
 adjustment sufficient to understand the cause of the underlying error.
Refer to FASB
 ASC 250-10-50-7.
14. An Item 4.02 Form 8-K was required to be filed within four business days
of
 concluding that your previously issued financial statements should no
longer be relied
 upon. Please file the required Item 4.02 Form 8-K. Refer to General
Instruction B.1
 and Item 4.02 of Form 8-K. In addition, amend your Forms 10-Q for all
periods that
 contained the financial statements that can no longer be relied upon.
Funding Commitment Agreement, page F-20

15. Please file the Funding Commitment Agreement as an exhibit, or tell us
why you are
 not required to do so.
Exhibits

16. We note your disclosure that the Dividend Reserve will be placed in
escrow. Please
 describe the terms of the escrow and file the escrow agreement as an
exhibit. If you
 have not yet entered into such agreement, please state that is the case.
Refer to Item
 17(8) in Part III of Form 1-A.
 March 13, 2025
Page 4

General

17. We note your disclosure that "[t]he Offering will . . . terminate on the
earlier of (i) the
 date on which the Maximum Offering is sold, (ii) the date that is three
(3) years from
 the date of qualification of this Offering Statement; or (iii) when we
elect to terminate
 the Offering for any reason" (emphasis added). We also note your
statement that the
 "Sale of the Shares . . . will be a continuous Offering pursuant to Rule
 251(d)(3)(i)(F)." Given that continuous offerings may be made under
Regulation A
 only if the offering statement pertains to securities that "will be
offered in an amount
 that, at the time the offering statement is qualified, is reasonably
expected to be
 offered and sold within two years from the initial qualification date"
(emphasis
 added), please revise the disclosure regarding the termination of the
offering, or
 advise. Refer to Rule 251(d)(3)(i)(F) of Regulation A.
18. Please tell us whether Article XI of your amended and restated bylaws
applies only to
 state law claims or also to Exchange Act and/or Securities Act claims.
 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eddie Kim at 202-679-6943 or Lilyanna Peyser at 202-551-3222 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Laura M. Holm
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