CORRESP Filing
Limitless X Holdings Inc.
Date: July 18, 2025 · CIK: 0001803977 · Accession: 0001641172-25-020171
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12574
Referenced dates: July 17, 2025
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Eddie Kim and Lilyanna Peyser Re: Limitless X Holdings, Inc. Amendment No. 4 to Preliminary Offering Circular on Form 1-A File No. 024-12574
Dear Mr. Kim and Ms. Peyser:
On behalf of Limitless X Holdings, Inc. (the "Company"), we are responding to comments received from the staff (the " Staff ") of the United States Securities and Exchange Commission (the " SEC ") by letter dated July 17, 2025 with respect to the Offering Circular on Amendment No.4 to Form 1-A submitted to the SEC by Limitless X Holdings Inc. (the " Company ",) on July 11, 2025 and as amended and re-filed in accordance with this Response, (the " Offering Circular "). The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this Response for convenience.
Concurrently with the delivery of this Response, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended Offering Circular on Amendment No. 5 to Form 1-A reflecting the changes made in response to the Staff's comments on the Offering Circular.
Staff Comments and Company Responses
Amendment No. 4 to Offering Statement on Form 1-A
The Offering, page 61
1. We note the following disclosure: "As of July 1, 2025, a total of 145,000 shares of Series D Preferred Stock are issued and outstanding." We also note your disclosure under Item 1 in Part I of the offering statement stating that there are 385,214 Series D Preferred outstanding. Please clarify the discrepancies, or advise.
Response
The Company has revised its disclosure relating to the issued and outstanding shares of Series D Preferred Stock. As of July 1, 2025, the Company had 405, 214 shares of Series D preferred stock issued and outstanding. The Company also updated the disclosure in Item 1 of the Offering Statement relating to the number of shares of Series D preferred shares issued and outstanding as of March 31, 2025 (the most recent fiscal period contained in the Offering Circular) to 145,000.
On April 16, 2025, the Company issued an aggregate of 260,214 shares of Series D preferred stock to Jas Mathur and affiliated entities as consideration for converting $6.5 million of debt into equity. As such, the total number of Series D shares issued and outstanding as of July 1, 2025, which includes this issuance, is 405,215 shares.
The Company respectfully requests the Staff's assistance in completing the review of this Response at its earliest convenience. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this Response to the undersigned at (561) 804-4408.
Sincerely,
Laura
Holm
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CORRESP 1 filename1.htm 777 South Flagler Drive Suite 1700 West Tower West Palm Beach, FL 33401 561.835.9600 561.835.9602 www.foxrothschild.com July 18, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-8561 Attention: Eddie Kim and Lilyanna Peyser Re: Limitless X Holdings, Inc. Amendment No. 4 to Preliminary Offering Circular on Form 1-A File No. 024-12574 Dear Mr. Kim and Ms. Peyser: On behalf of Limitless X Holdings, Inc. (the "Company"), we are responding to comments received from the staff (the " Staff ") of the United States Securities and Exchange Commission (the " SEC ") by letter dated July 17, 2025 with respect to the Offering Circular on Amendment No.4 to Form 1-A submitted to the SEC by Limitless X Holdings Inc. (the " Company ",) on July 11, 2025 and as amended and re-filed in accordance with this Response, (the " Offering Circular "). The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this Response for convenience. Concurrently with the delivery of this Response, the Company respectfully advises the Staff that it publicly filed via EDGAR the revised and amended Offering Circular on Amendment No. 5 to Form 1-A reflecting the changes made in response to the Staff's comments on the Offering Circular. Staff Comments and Company Responses Amendment No. 4 to Offering Statement on Form 1-A The Offering, page 61 1. We note the following disclosure: "As of July 1, 2025, a total of 145,000 shares of Series D Preferred Stock are issued and outstanding." We also note your disclosure under Item 1 in Part I of the offering statement stating that there are 385,214 Series D Preferred outstanding. Please clarify the discrepancies, or advise. Response The Company has revised its disclosure relating to the issued and outstanding shares of Series D Preferred Stock. As of July 1, 2025, the Company had 405, 214 shares of Series D preferred stock issued and outstanding. The Company also updated the disclosure in Item 1 of the Offering Statement relating to the number of shares of Series D preferred shares issued and outstanding as of March 31, 2025 (the most recent fiscal period contained in the Offering Circular) to 145,000. On April 16, 2025, the Company issued an aggregate of 260,214 shares of Series D preferred stock to Jas Mathur and affiliated entities as consideration for converting $6.5 million of debt into equity. As such, the total number of Series D shares issued and outstanding as of July 1, 2025, which includes this issuance, is 405,215 shares. The Company respectfully requests the Staff's assistance in completing the review of this Response at its earliest convenience. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this Response to the undersigned at (561) 804-4408. Sincerely, Laura Holm Fox Rothschild LLP Phillips Point, West Tower 777 S Flagler Dr #1700 West Palm Beach, FL 33401 Tel: 561.804.4408 Email: lholm@foxrothschild.com 2