Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Debt Conversion Transaction with Jaspreet Mathur

On April 14, 2025, Limitless X Holdings Inc. (the "Company") entered into Debt Conversion Agreements with each of (i) the Company's Chief Executive Officer and controlling shareholder, Jaspreet Mathur, and (ii) two entities under Mr. Mathur's control (each of Mr. Mathur and the entities, a "Vendor", and collectively, the "Vendors").

The Company had an outstanding balance owed to the Vendors in an aggregate amount of $6,505,368 (the "Debt") in connection with expenses paid on behalf of the Company by each Vendor. In exchange for cancelling the Debt, The Company issued an aggregate of 260,214 shares to the Vendors of the Company's Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value of $0.0001 per share ("Series D Stock") restricted under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") ("Restricted Stock"), at a price of $25 per share. The Restricted Stock is subject to restrictions on transfer and sale under applicable federal and state securities laws. Each Debt Conversion Agreement included a release of claims running in favor of the Company.

The foregoing description of the Debt Conversion Agreements is only a summary and is qualified in its entirety by reference to the full text of each Debt Conversion Agreement. A signed copy of each Debt Conversoin Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2and Exhibit 10.3. The terms of the Series D Stock are set forth in the Certificate of Designations of Series D 15% Cumulative Redeemable Perpetual Preferred Stock of Limitless X Holdings Inc., in Exhibit 3.1and hereby incorporated by reference.