1-A/A LIVE 0001803977 XXXXXXXX 024-12574 true Limitless X Holdings Inc. DE 2010 0001803977 7990 81-1034163 9 0 9777 Wilshire Blvd. #400 Beverly Hills CA 90210 855-413-7030 Jaspreet Mathur Other 39491.00 0.00 0.00 900.00 201918.00 0.00 0.00 4205617.00 -38793552.00 201918.00 251936.00 117194.00 80.00 0.00 -2.68 -2.68 M&K CPAS, PLLC Common Stock 57527883 75955K300 OTCQB Class A Convertible Preferred 500000 000000000 None Class B Convertible Preferred 531356 000000000 None Class C Convertible Preferred 320094 000000000 None Series D Preferred Stock 395214 000000000 None None 0 000000000 None true true Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 3000000 395214 25.0000 75000000.00 0.00 0.00 0.00 75000000.00 N/A 0.00 Registered Brokers 5250000.00 N/A 0.00 M&K CPAS, PLLC 50000.00 Fox Rothschild LLP 50000.00 N/A 0.00 Fox Rothschild LLP 10000.00 We expect to engage registered broker-dealers to sell our shares and will pay a 7% commission on these sales. true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR Limitless X Holdings Inc. (1) Common Stock; (2) Class C Convertible Preferred Stock (Class C Stock) and (3) Series D 15 percentage Cumulative Redeemable Perpetual Preferred Stock (Series D Preferred Stock) 12273330 0 Extinguish $3,618,079 debt by issuance of 4,543,062 Common Stock to officers and employees for unpaid wages, valued between $0.40 and $1.00 per share, based on average stock price during accrual period. Extinguish debts of $1,527,883 by issuance of 1,527,885 Common Stock valued at $1.00 per share to two vendors. 200,000 Common Stock valued at $1.00 per share issued to consultant. 100,000 Common Stock issued to vendor valued at $0.67 per share based on 30-day volume-weighted average price. 833,333 restricted stock awards issued under 2022 Restricted Stock Plan to officers and employees. Issuance under 2022 Stock Option Plan of 708,333 Common Stock options to officers, directors, employees, and consultants for services rendered. 2,045,000 Common Stock issued to directors for services rendered at rate of $5,000 per month. 508,334 common stock to consultants for services rendered, based on market price on grant date varying from $.49 to $.82 per share. 50,000 Common Stock issued in consideration of $145,000 Note. Issuance of 70,000 Common Stock in consideration of $200,000 Note. 311,100 shares issued upon conversion of Class B Shares into Common Stock (conversion rate of $.0767 per share). Extinguishment of $7.9 million debt for issuance of 320,094 Class C shares to 4 vendors. Each Class C share was priced at 12.5% of the total amount of debt. Extinguishment of $3,375,000 debt pursuant to issuance of 135,000 Series D Preferred Stock valued at $25 per share to 1 creditor. 70,423 Common Stock shares based on the 30-day volume weighted average price issued to consultant as partial payment ($50,000) for services. 225,000 Common Stock and 10,000 Series D Preferred Stock issued in consideration of $500,000 Note. Extinguish $6,505,368 debt via issuance of 260,214 Series D Preferred Stock valued at $25 per share to 3 vendors. 355,552 shares of Common Stock ($1 per share) issued to consultant. 20,000 common stock in consideration of Promissory Notes totaling $100,000. Section 4(a)(2) under the Securities Act of 1933, as amended. Each investor is an accredited investor or sophisticated investor, acquired the securities for their own account for investment purposes and a Rule 144 legend was placed on each security.