Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Agreement.

Binding Letter of Intent

On January 26, 2026, Bodycor, Inc., a Nevada corporation ("Bodycor"), and Limitless X Holdings Inc., a Delaware corporation (the "Company", which is the issuer of the Common Stock described herein), entered into a Binding Letter of Intent (the "LOI") with Ding Easy AI, LLC, a Delaware limited liability company ("Ding"), and the equityholders of Ding ("Ding Owners"). Ding is a web and mobile platform that leverages its partnership with Maplebear Inc. d/b/a Instacart (NASDAQ: CART) to assist users in achieving health goals through the use of artificial intelligence to plan meals and generate grocery lists based on individualized dietary needs and budget requirements. Ding is wholly owned and controlled by Daniel Sanders, who also serves as the President of Limitless X, Inc., the Company's wholly-owned subsidiary which sells nutritional supplements. As a result, the LOI constitutes a related-party transaction under Item 404(a) of Regulation S-K. The transaction terms and the President's interest were reviewed and approved by the Audit Committee.

Pursuant to the LOI, Bodycor will acquire from the Ding Owners sixty percent (60%) of the equity interests of Ding on a fully diluted basis, assumed for valuation purposes to include an employee equity pool of fifteen percent (15%) and a pre-money valuation of fifteen million dollars ($15,000,000) (the "Valuation"). In exchange, the Ding Owners will receive shares of common stock of the Company ("Common Stock") having an aggregate value of nine million dollars ($9,000,000) based on the volume-weighted average price per share of the Common Stock. The Comon Stock will be issued as restricted securities pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Act"). Additionally, Bodycor will provide Ding with one million seven hundred and fifty thousand dollars ($1,750,000) of growth capital ("Growth Capital"), subject to Bodycor's satisfactory completion of due diligence and the issuance of a fairness opinion with respect to the Valuation.

The first seven hundred and fifty thousand dollars ($750,000) of Growth Capital will be funded in three (3) tranches of two hundred and fifty thousand dollars ($250,000), each tied to an agreed use-of-proceeds schedule, budget categories, spend thresholds, and reporting covenants. Bodycor's disbursement of the remaining one million dollars ($1,000,000) of Growth Capital will be contingent upon the achievement of certain objective and auditable milestones including revenue targets and user metrics. The timing and funding of the Growth Capital per the LOI is not binding on the parties.

Following Ding achieving a valuation of forty million dollars ($40,000,000), as determined pursuant to the LOI, Bodycor will have the right, but not the obligation, to acquire from the Ding Owners the remaining forty percent (40%) of the equity interests of Ding in a subsequent transaction (the "Second Sale") in exchange for Common Stock having an aggregate value of sixteen million dollars ($16,000,000) based on the volume-weighted average price per share of the Common Stock immediately preceding the Second Sale. The LOI provides for an exclusivity period of one hundred and twenty (120) days.

The Company will provide audited financial statements of Ding within 60 days after the acquisition is completed.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as an exhibit to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.