SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

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

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

 We have reviewed your amended offering statement and have the following
comments.

 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. Unless we
note
otherwise, any references to prior comments are to comments in our March 13,
2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A
Cover Page

1. We note your disclosure here, and on page 3, that you "intend to seek
quotation or
 listing of the Series D Preferred Stock on the OTCQB or the NYSE
American." Please
 revise in both places to state whether quotation or listing is a
condition of closing this
 offering and that you may be unable to obtain quotation or listing.
Provide risk factor
 disclosure describing the impact on the liquidity of the Series D
Preferred Stock and
 the potential impact on investors if you are unable to obtain such
quotation or listing.
 May 5, 2025
Page 2
BUSINESS
Licensing of Nutritional Products, page 27

2. We note your response to prior comment 10 and reissue in part. We note
your
 disclosure on pages 26 and 27 that you currently offer four different
products: NZT-
 48, NZT-48 Lions Mane, NZT-48 For Her, and OneShot Nootropic
Pre-Workout. We
 also note your disclosure that "[a]ll of [y]our nutritional products are
licensed from"
 LPI under the NZT-48 License Agreement. That agreement, however, only
appears to
 consider three different products: "Limitless NZT-48," "Limitless
SuperGreens
 Gummies 60 Pcs - 1 Mont," and "Limitless Activated Charcoal Gummies - 1
Mont."
 Please revise to address this discrepancy. Please also tell us why your
revised
 disclosure, including pertaining to waived royalties under the NZT-48
License
 Agreement, only specifically refers to NZT-48 but not other products,
and/or confirm,
 if true, that the NZT-48 License Agreement also applies to other
nutritional products
 and make revisions accordingly.
Other Business Divisions
Limitless X, page 31

3. We note your plans for "retail expansion" and "to expand into key
international
 markets such as Canada, Latin American, and the MENA region." If you do
not yet
 have concrete plans to implement such expansion, please revise to
characterize these
 plans as aspirational and state that they may not occur.
Limitless Films, page 32

4. We note your disclosure that "owning or co-owning key IP assets in the
films . . . will
 promote [y]our ability to procure and preserve long-term royalty streams
and profit
 participation." Please revise to provide the material terms and
expiration of any
 patents, trademarks, licenses or royalty agreements, such as with
respect to the
 completed scripts you currently have, or state that you have no such
agreements and
 may never have such agreements. Further state whether you have entered
into any
 agreements with the studios, production companies and distributors that
you mention.
 Finally, describe the terms of your agreement(s) with the "film
producer" to whom
 you advanced a loan, and file such agreement(s) as exhibits. Refer to
Item 7(a) of
 Form 1-A.
XocelForte Therapeutics, page 33

5. We note your disclosure regarding "established strategic partnerships
with world-class
 doctors, researchers, and manufacturers who specialize in unique,
proprietary
 formulations." Please revise to provide the material terms of such
"strategic
 partnerships," name such partners, and file the agreements as exhibits.
If you have not
 entered into any such agreements, revise to state that is the case and
that you may
 never enter into such agreements. Refer to Items 7(a) and 17.6 of Form
1-A.
 May 5, 2025
Page 3
Limitless Digital Assets, page 34

6. Please revise to provide the material terms of your partnership
agreements with the
 "several strategic partners" mentioned on page 35, identify such
partners, and file such
 agreements as exhibits. If you have not entered into any such
agreements, please state
 that is the case and that you may never enter into such agreements.
Refer to Items 7(a)
 and 17.6 of Form 1-A.
7. We note the following disclosure: "Over the next two years, we will
focus on
 launching and tokenizing blockchain-based games that allow users to earn
rewards
 tied to Limitless X Holdings Inc. securities, creating a
value-generating loop between
 gameplay, ownership, and the broader Limitless X ecosystem. By applying
 blockchain innovations across multiple verticals, Limitless Digital aims
to unlock new
 revenue streams, improve operational efficiencies, and deliver tangible
value to both
 users and shareholders." Please revise to explain the nature of the
"rewards tied to
 Limitless X Holdings Inc. securities," how they are earned, whether they
constitute
 securities of your company, how they are "tied to" your securities, and
resulting
 implications under the federal securities laws. Please also discuss what
"blockchain
 innovations" you plan to apply, what "new revenue streams" you intend to
unlock and
 how they will be unlocked, and what kind of "tangible value to both
users and
 shareholders" will be delivered.
Index to Financial Statements, page F-1

8. Please update your financial statements and related financial
disclosures. Refer to Part
 F/S(c) and (b)(3) of Form 1-A.
General

9. We note your response to prior comment 14. Please provide us with the
restated
 balance sheets and statements of operation showing the required
adjustments for the
 June 30, 2023 and March 31, 2023 periods.
10. Despite your disclosure that the Dividend Payment Account will be an
escrow account
 and its funds will not constitute your property, your response to prior
comment 16
 suggests that you are not placing the funds in escrow pursuant to an
escrow agreement
 and in coordination with an escrow agent, but that you plan to place the
funds in a
 bank account in the company's name. If true, please to state that is the
case, clarify
 that you can withdraw and use such funds in your discretion, which may
not include
 the payment of dividends, and provide appropriate risk factor
disclosure. If not true,
 please revise to describe the terms of your escrow arrangements and file
the
 corresponding agreement(s) as exhibits. Please make appropriate
revisions throughout
 the Offering Statement where applicable.
11. We note your response to prior comment 18. Given your response that
"Article XI of
 the amended and restated bylaws only applies to state law claims and not
to claims
 under the Exchange Act and/or Securities Act," please revise your
disclosure to
 describe Article XI, and include risk factor disclosure that describes
the risks or other
 impacts of Article XI on investors, including increased costs to bring
claims and that
 the provision may discourage claims or limit investors' ability to bring
a claim in a
 judicial forum they find favorable. Also state that the provision does
not apply to
 May 5, 2025
Page 4

 actions arising under the Securities Act or the Exchange Act, and tell
us how you
 will inform investors in future filings that the provision does not
apply to actions
 arising under the Securities Act or the Exchange Act, given that the
bylaws
 themselves do not so state.
12. We note your disclosure on page 56 that, "[o]n March 21, 2025, Mr.
Mathur entered
 into a promissory note with the Company" and, pursuant to that
agreement, the
 Company issued 225,000 shares of its common stock and 10,000 shares of
the Series
 D Preferred Stock to Mr. Mathur." Please file the promissory note as an
exhibit.
 Please also revise to update the information called for by Item 6 of
Form 1-A.
13. You discuss creating an "investment fund focusing on digital assets" and
participating
 in "real estate investment projects." Please confirm your understanding
that such
 business lines, once implemented, may have implications under the
Investment
 Company Act of 1940, including the possibility that you will be
considered an
 investment company or investment advisor.
 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 202-551-8713 or Lilyanna Peyser at 202-551-3222 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Laura M. Holm
</TEXT>
</DOCUMENT>