UPLOAD Filing
Limitless X Holdings Inc.
Date: June 24, 2025 · CIK: 0001803977 · Accession: 0000000000-25-006564
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12574
Letter
Re: Limitless X Holdings Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed May 30, 2025 File No. 024-12574 Dear Jaspreet Mathur:
June 24, 2025
Jaspreet Mathur Chief Executive Officer Limitless X Holdings Inc. 9777 Wilshire Blvd. #400 Beverly Hills, CA 90210
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 May 5, 2025 letter.
Amendment No. 2 to Offering Statement on Form 1-A Limitless Films, page 32
1. We note the following revised disclosure in response to prior comment 4: "Under the Bridge Loan Agreement, an affiliate of the Company and Limitless Films, EM1 Capital LLC, . . . advanced the $1 million bridge loan to Borrower pursuant to the terms of the Bridge Loan Agreement." It appears that EM1 Capital LLC is not a party to the Bridge Loan Agreement, however. Please revise to clarify, or advise. We also note your disclosure that "[t]he maturity date on the Loan is the earlier of (i) the first day of principal photography of the Picture, or (ii) December 15, 2025," but Section 6 of the Agreement states otherwise. Please revise, or advise. To the extent the maturity date is tied to the first day of principal photography, which according to the Agreement was "anticipated to commence . . . on or around March 7, 2025," please June 24, 2025 Page 2
revise to provide an update as to whether and when principal photography of the Picture commenced, or advise. Note 8- Stockholders' Deficit, page F-16
2. Please revise to disclose the conversion price or rate of the Class C Convertible Stock. Refer to ASC 505-10-50-3. 3. Please provide us with your analysis for the classification of the Series D 15% Cumulative Redeemable Perpetual Preferred Stock within Stockholders' Deficit. In addition, disclose the redemption features of the stock. 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
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 24, 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. 2 to Offering Statement on Form 1-A Filed May 30, 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 May 5, 2025 letter. Amendment No. 2 to Offering Statement on Form 1-A Limitless Films, page 32 1. We note the following revised disclosure in response to prior comment 4: "Under the Bridge Loan Agreement, an affiliate of the Company and Limitless Films, EM1 Capital LLC, . . . advanced the $1 million bridge loan to Borrower pursuant to the terms of the Bridge Loan Agreement." It appears that EM1 Capital LLC is not a party to the Bridge Loan Agreement, however. Please revise to clarify, or advise. We also note your disclosure that "[t]he maturity date on the Loan is the earlier of (i) the first day of principal photography of the Picture, or (ii) December 15, 2025," but Section 6 of the Agreement states otherwise. Please revise, or advise. To the extent the maturity date is tied to the first day of principal photography, which according to the Agreement was "anticipated to commence . . . on or around March 7, 2025," please June 24, 2025 Page 2 revise to provide an update as to whether and when principal photography of the Picture commenced, or advise. Note 8- Stockholders' Deficit, page F-16 2. Please revise to disclose the conversion price or rate of the Class C Convertible Stock. Refer to ASC 505-10-50-3. 3. Please provide us with your analysis for the classification of the Series D 15% Cumulative Redeemable Perpetual Preferred Stock within Stockholders' Deficit. In addition, disclose the redemption features of the stock. 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>