OTC: LIMX

4

BodyCor,
Inc.

BodyCor
was established to consolidate and scale technology-driven wellness initiatives across the Limitless X ecosystem. The Company intends
to develop AI-assisted digital wellness tools that enhance the customer experience around existing and planned products, including personalized
nutrition guidance, product education, habit formation, and engagement. BodyCor will serve as a centralized technology and data innovation
layer that supports consumer engagement, personalization, and long-term brand intelligence.

In
January 2026, the Company acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology platform that operates
with an existing commercial partnership with Instacart, enabling grocery ordering and fulfillment through Instacart’s platform.
Te Company obtained the contractual right, but not the obligation, to acquire up to 100% of DING. The Company intends to integrate DING
under BodyCor to enhance data-driven meal planning, commerce enablement, and nutrition-related engagement capabilities across the Limitless
X ecosystem.

Integrated
Strategy

The
Company’s strategy involves combining consumer product sales, content production, live events, and technology-enabled platforms
across its operating subsidiaries. The Company believes this integrated approach may support customer acquisition efficiency and revenue
diversification over time. The Company’s competitive advantage is derived from a tightly integrated ecosystem of leadership, operating
subsidiaries, strategic partners, and cultural influencers, unified by a disciplined execution framework and a shared vision for scalable
brand creation across health, wellness, entertainment, and digital commerce. The Company maintains strategic relationships with globally
recognized individuals such as Manny Pacquiao, Floyd Mayweather Jr., and DJ Pauly D, which provide unique reach across sports, entertainment,
and lifestyle audiences.

Leadership

Jaspreet
(“Jas”) Mathur is a disciplined founder-operator with nearly three decades of experience building, scaling, and monetizing
digital platforms, consumer brands, and multi-vertical operating businesses. His career spans direct-to-consumer commerce, consumer-packaged
goods, online media, and entertainment, with ventures that have collectively generated hundreds of millions of dollars in cumulative
revenue. His operating edge is rooted in customer acquisition, brand economics, capital efficiency, and repeatable execution.

Mr.
Mathur began building revenue-generating digital businesses in his early teens, creating proprietary platforms that produced meaningful
cash flow while still in high school. By his late teens, he achieved his first seven-figure outcome. Over the following years, he launched
and scaled multiple high-growth ventures across performance marketing, online media, consumer electronics, and direct-to-consumer brands,
supported by scalable infrastructure and disciplined operating systems.

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As
an executive and producer, Mr. Mathur is known for assembling high-leverage teams and forming strategic relationships across capital
markets, media, sports, and consumer industries. He has structured, financed, and overseen live events and branded media across film
and television, leveraging content as a strategic asset to expand distribution, strengthen brand equity, and drive monetization across
operating platforms.

In
parallel with his operating career, Mr. Mathur executed a complete physical and mental transformation, losing more than 250 pounds through
structured nutrition, training, and behavioural discipline. Mr. Mathur’s first-hand experience and perspective helps to inform
Limitless X’s product development, brand positioning, and consumer engagement strategy, enabling authentic resonance, retention,
and long-term brand trust with a global audience.

In
2022, Mr. Mathur took Limitless X Holdings Inc. public, positioning the Company as a platform designed to unify his operating philosophy
into a scalable brand ecosystem and durable revenue engine. As Chairman and Chief Executive Officer, he remains focused on disciplined
execution, ecosystem expansion, and long-term shareholder value, grounded in a single core belief: when people are empowered with the
right products, systems, and relationships, there are no limits to what they can achieve.

Dietary
Supplements and Consumer Packaged Goods

The
current products offered by Limitless X are:

NZT-48
Original:

NZT-48
is a nootropic supplement designed to support cognitive function, including memory, mental speed, and focus, and to promote a positive
mood. NZT-48’s formula is crafted from over 20 premium ingredients. Notable ingredients include (a) ginkgo biloba, which has traditionally
been used to support healthy circulation and cognitive function, and (b) alpha GPC, which is believed to support the body’s natural
production of acetylcholine, a neurochemical associated with memory and learning. With this state-of-the-art formula, NZT-48 is formulated
to support focus, mental endurance, and sustained energy without the jitters commonly associated with stimulants. The name NZT-48 is
(and other similarly-branded products are) inspired by a fictional concept from popular culture and is not intended to suggest that the
product provides drug-like effects or therapeutic benefits.

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NZT-48
Lions Mane:

NZT-48
Lion’s Mane is an everyday nootropic supplement formulated to support cognitive functions, including memory, mental speed, and
focus, and to help promote a positive mood. This product is formulated to help support mental clarity, creativity, and sustained energy,
and it is 100% vegan, non-GMO, and gelatin-free. Among the other 20+ clinically coordinated ingredients such as ginkgo biloba, theobromine,
and alpha GPC, the namesake ingredient in this product’s formula is Lion’s Mane. Lion’s Mane is a functional mushroom
that has been the subject of research exploring its potential role in supporting cognitive health and nerve growth factor (NGF) production.

NZT-48
For Her:

NZT-48
For Her is a nootropic supplement comprising a specially tailored blend for women. This product contains 23+ nutrients, including GABA
and DHA, formulated to support mood, creativity, energy, and an overall sense of calm. DHA, a type of Omega-3 fatty acid primarily found
in fish oil that has been extensively researched, is a fundamental building block of brain tissue, contributing to mental clarity, focus,
and cognitive agility. GABA is a naturally occurring amino acid commonly included in supplements formulated to promote relaxation and
support a calm mental state.

OneShot
Nootropic Pre-Workout:

This
product is a nootropic pre-workout supplement formulated with nitric oxide precursors, L-Arginine, and BCAAs, and is designed to support
focus, endurance, and power during workouts. Additionally, the essential amino acids contained in this product are included to help support
muscle recovery and maintenance as part of a regular exercise program.

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Nootropic
Coffee Concentrates:

Nootropic
Coffee Concentrates are a line of coffee concentrate products formulated with nootropic ingredients and containing zero sugar. The products
are designed to be prepared by mixing with water and are intended to support cognitive function and sustained energy.

HYDR8
Creatine + Hydration Performance Gummies:

HYDR8
Creatine + Hydration Gummies are a dietary supplement in gummy form containing Creatine HCl, vitamins, and electrolytes. The product
is designed to support muscle performance, recovery, and hydration.

SuperSlim
Gummies:

SuperSlim
Gummies are a dietary supplement formulated to support metabolism, appetite control, and weight management. Key ingredients include Red
Orange Extract, Garcinia Cambogia, Fibersol® fiber, and anandamide. The product contains 0g sugar per serving.

SuperShrroms
Smart Focus Gummies:

SuperShrooms
Smart Focus Gummies are a dietary supplement containing a blend of 10 functional mushroom varieties, including Lion’s Mane, Reishi,
Cordyceps, Chaga, Turkey Tail, and Shiitake. The product is designed to support cognitive function, stress management, energy, and immune
health.

SuperFoods
Super Greens Blend Gummies:

SuperFoods
Super Greens Blend Gummies are a dietary supplement in gummy form containing organic greens, antioxidant-rich fruit extracts, and digestive
enzymes. The product contains 0g sugar per serving and is designed to support nutritional supplementation and digestive health.

NZT-48
NAD+ Nocotinamide Adenine Gummies:

NZT-48
NAD+ Gummies are a dietary supplement in mango-flavored gummy form containing NAD+ (Nicotinamide Adenine Dinucleotide) and the Company’s
NZT-48 Nootropic Blend and is designed to support cognitive function, energy, and recovery.

Licensing
of Nutritional Products

NZT-48,
our flagship nootropic supplement, is licensed from Limitless Performance, Inc. (“LPI”), a company wholly owned by Jas Mathur,
our Chief Executive Officer, pursuant to a Manufacturing & Distribution License Agreement dated December 1, 2021 (the “NZT-48
License Agreement”). The NZT-48 License originally covered multiple products but was partially terminated on November 1, 2023,
leaving NZT-48 as the sole product currently licensed under the agreement. In January 2025, we filed the First Amendment to the Manufacturing
and Distributorship Licensing Agreement, under which Mr. Mathur agreed to waive all royalty payments under the NZT-48 License Agreement
for a period of three years. Under the NZT-48 License Agreement and its amendments, LPI granted the Company a non-exclusive license to
design, manufacture, promote, sell, and distribute NZT-48, a nootropic supplement formulated to support cognitive enhancement, including
improved memory, speed, focus, and mood. The agreement has a five-year term and automatically renews for additional five-year periods
unless either party provides notice of termination at least six months prior to the end of the term. LPI may terminate prior to the end
of the term only for cause. After December 31, 2027, if Mr. Mathur does not extend the royalty waiver, the Company will be obligated
to pay royalties of 4 percent on the gross sales of NZT-48.

In
addition, the Company’s Chairman and Chief Executive Officer holds a separate license to manufacture, market, and distribute products
under Floyd Mayweather’s “TMT – The Money Team” brand. The Company intends to bring this license into the Company
and leverage it to develop, manufacture, and distribute a line of branded consumer and nutritional products under the TMT name. This
initiative is expected to further expand the Company’s branded product portfolio and capitalize on the global recognition and commercial
strength of the TMT brand.

Earlier
this year, we also entered into agreements to develop signature series product lines for both Manny Pacquiao and Paul Michael DelVecchio
Jr. (known professionally as DJ Pauly D). These partnerships are designed to expand our portfolio of nutritional and consumer packaged
goods by leveraging each partner’s global visibility, performance-focused lifestyle, and strong brand influence. The new signature
lines will complement the Company’s existing wellness offerings and are intended to strengthen our position in both the health
and entertainment-driven consumer markets.

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Services

Limitless
Entertainment Group Inc., the Company is building a platform designed to identify, develop, acquire, and scale distinctive consumer brands
and technology-enabled ventures. This platform is intended to support a range of offerings that enhance consumer engagement across the
health and wellness value chain, including personalized, goal-oriented solutions tailored to individual preferences, lifestyle behaviors,
and performance objectives. As part of this strategy, the Company has acquired a controlling interest in DING, a food and nutrition-focused
technology platform that operates with an existing commercial partnership with Instacart, pursuant to which grocery ordering and fulfillment
are enabled through Instacart’s infrastructure. The DING platform is expected to generate revenue based on consumer activity and
commerce facilitated through Instacart, while also supporting data-driven meal planning, nutrition engagement, and product discovery
initiatives that complement the Company’s branded consumer products.

At
present, the Company does not offer advisory or service-based programs as standalone offerings, and any future digital, advisory, or
experiential components remain in the planning and development stage. There can be no assurance that such offerings will be launched,
or if launched, that they will achieve commercial adoption or profitability.

Leveraging
management’s experience in business strategy, health and nutrition, technology integration, and brand development, these subsidiaries
are intended to serve as the operational vehicles through which e-commerce brands, digital platforms, and related ventures are conceived,
launched, and scaled. While the Company’s current primary focus remains on direct-to-consumer product sales, the integration of
technology platforms such as DING is intended to enhance consumer engagement, expand monetization opportunities through commerce-enabled
partnerships, and support long-term growth, operating leverage, and customer retention across the broader Limitless X ecosystem.

Product
Development

We
leverage internal resources and strategic partnerships to develop and commercialize premium consumer products in collaboration with major
influencers, athletes, and celebrities through structured service arrangements in which the Company holds equity interests, aligning
brand growth with long term shareholder value.

This
initiative is led by President Daniel Sanders, whose extensive experience spans the full product lifecycle, including concept development,
formulation, branding, regulatory positioning, commercialization, and national distribution. Under his leadership, the Company employs
a disciplined, compliance first approach to product development, ensuring all formulations, claims, labeling, and marketing materials
are designed to meet applicable regulatory standards from inception.

Our
development process includes comprehensive market research, competitive analysis, formulation benchmarking, consumer insights, pricing
strategy, and go to market planning. Particular emphasis is placed on regulatory readiness, including ingredient vetting, label accuracy,
substantiation of product claims, and adherence to FDA, FTC, and applicable state guidelines. For athlete facing products, additional
safeguards are implemented to ensure products are athlete safe, compliant with applicable sport’s governing body standards, and
suitable for professional and high-performance use.

We
oversee product concept development, packaging design, and regulatory positioning to ensure each product is built for both direct to
consumer performance and long-term retail scalability. Mr. Sanders’ prior experience developing products for distribution through
major national retailers provides the Company with operational insight into retailer compliance requirements, margin structures, quality
documentation, and onboarding processes. In addition, the Company facilitates key introductions to experienced partners across public
relations, information technology, legal, regulatory, and logistics functions, while designing scalable operational workflows to support
growth.

Product
Manufacturing

We
maintain comprehensive oversight of the manufacturing lifecycle, including ingredient sourcing, contract manufacturer selection, supply
chain management, and ongoing quality assurance. All manufacturing partners are subject to rigorous vetting, including verification of
current Good Manufacturing Practices compliance, audit history, and production capacity.

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Under
Mr. Sanders’ leadership, the Company implements standardized quality control protocols, batch testing procedures, certificate of
analysis verification, and documentation processes designed to ensure consistency, traceability, and regulatory compliance. Manufacturing
workflows are structured to support product integrity, shelf stability, and scalability while minimizing operational and regulatory risk.

This
disciplined approach enables the Company to confidently support professional athletes, brand ambassadors, and retail partners with products
that meet stringent safety, quality, and compliance standards.

Product
Distribution and Fulfilment

Our
product distribution and fulfilment strategy is designed to maximize operational efficiency, data security, and regulatory compliance
while supporting scalable growth across sales channels.

For
direct-to-consumer sales, all operations are managed in house. Online sales are conducted through the Company’s owned and operated
e commerce platform utilizing Shopify as the primary sales infrastructure. Order management, shipping, and logistics are coordinated
through ShipStation, allowing for streamlined fulfilment workflows, real time tracking, and efficient delivery across key markets. This
in house model provides the Company with full visibility into sales performance, inventory levels, customer behavior, and fulfilment
metrics while ensuring control over brand presentation and customer experience.

At
this time, larger scale offline distribution and centralized warehousing have not yet been implemented. The Company’s strategic
intention is to expand into a larger, dedicated warehouse facility as volume and distribution requirements increase. This approach is
designed to allow the Company to internalize fulfilment operations at scale, maintain ownership and control of proprietary sales and
customer data, and minimize reliance on third party logistics providers. By avoiding the use of external 3PL platforms for core fulfilment
functions, the Company aims to protect customer data integrity, ensure compliance with applicable privacy standards, and retain direct
oversight of inventory, shipping, and returns processes.

This
phased distribution strategy supports near term operational efficiency while positioning the Company for long term scalability, data
driven decision making, and enhanced operational control as the consumer-packaged goods portfolio continues to grow.

Integrated
Brand-Led Marketing Execution

The
Company’s marketing strategy is designed to increase consumer awareness, demand, and long-term preference for the brands it owns
or partners with. The in-house team oversees the full marketing lifecycle—content ideation, creative development, channel selection,
distribution strategy, and performance optimization—ensuring consistent brand positioning across all consumer touchpoints.

Marketing
execution incorporates a diversified mix of strategies, including product sampling initiatives, participation in consumer and industry
trade events, and the production of high-profile, celebrity-driven activations where the Company and its brands are prominently featured.
These experiential efforts are complemented by a strong emphasis on social and digital platforms, which serve as the primary drivers
for consumer engagement, storytelling, and community building.

Digital
advertising and online resources are deployed with a data-driven focus on increasing consumer trial, repeat usage, and brand affinity,
while reinforcing premium positioning and regulatory compliance.

Competitive
Strengths

The
Company believes its competitive position is supported by the integration of its operating subsidiaries, which span consumer products,
entertainment and media, and technology-enabled wellness initiatives. The Company’s business model is designed to allow its subsidiaries
to support one another through shared customer relationships, marketing resources, and brand visibility. The Company combines branded
consumer products, content production, and technology-enabled commerce across its operating subsidiaries.

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At
the center of this ecosystem is the leadership team assembled by our Chairman and Chief Executive Officer, Jas Mathur, whose three-decade
track record spans direct-to-consumer commerce, consumer packaged goods, digital media, and brand-driven operating platforms. However,
the Company’s strength extends well beyond any one individual. Limitless X has deliberately built a management structure that combines
entrepreneurial execution with institutional discipline, supported by seasoned operators, product innovators, and strategic partners
across its operating subsidiaries.

A
key pillar of this leadership expansion is the appointment of Daniel Sanders as President. Mr. Sanders brings deep operational expertise
in product development, formulation, manufacturing, regulatory navigation, and national retail distribution, having played an integral
role in building and scaling consumer health and wellness products distributed through major U.S. retailers including Walmart, Costco,
Sam’s Club, Target, Kroger, Whole Foods, and GNC. His background significantly strengthens the Company’s ability to transition
from high-margin direct-to-consumer success into large-scale retail, international expansion, and institutional-grade supply chain execution,
materially reducing execution risk while expanding the Company’s addressable market.

The
Company’s subsidiaries are intentionally structured to reinforce one another rather than operate in isolation. Our direct-to-consumer
wellness and consumer products platform provides proprietary customer relationships, recurring revenue, and real-world product validation.
Our entertainment and media initiatives create premium brand exposure, culturally relevant content, and differentiated customer acquisition
channels. Complementing these efforts, our technology and AI-focused initiatives under BodyCor Inc., including the integration of DING,
are designed to enhance personalization, engagement, and monetization across the ecosystem.

Through
its controlling interest in DING, a food and nutrition-focused technology platform with an existing commercial partnership with Instacart,
the Company gains access to a commerce-enabled distribution layer that connects digital engagement directly to consumer purchasing behavior.
DING enables meal planning, nutrition engagement, and grocery fulfilment through Instacart’s infrastructure, allowing the Company
to participate economically in commerce activity generated through the platform. This model extends the Company’s reach beyond
traditional product sales by embedding Limitless X into everyday consumer decision-making around food, nutrition, and lifestyle, while
generating incremental revenue streams tied to commerce activity rather than solely advertising or subscriptions.

Further
strengthening this platform is the Company’s access to high-impact cultural and athletic figures who function not as passive endorsers,
but as strategic brand partners and ecosystem participants. Longstanding relationships with globally recognized individuals such as Manny
Pacquiao, Floyd Mayweather Jr., and DJ Pauly D provide unique reach across sports, entertainment, and lifestyle audiences that are typically
inaccessible to emerging brands. These relationships enable authentic storytelling, accelerated trust-building with consumers, and high-efficiency
customer acquisition across both product and digital commerce channels, including technology-enabled platforms such as DING.

Importantly,
Limitless X does not rely on transactional influencer marketing. Instead, the Company leverages long-term relationship equity, aligned
incentives, and platform participation to create sustained brand momentum. This approach enhances content credibility, improves conversion
economics, and supports premium brand positioning while mitigating the volatility and rising costs associated with traditional paid media
strategies.

The
Company uses consumer data and performance analytics to inform product development, marketing, and distribution decisions. These data
sources include information derived from the Company’s e-commerce platform and, as development progresses, digital engagement and
commerce activity facilitated through platforms such as DING. The Company believes this data-informed approach supports more efficient
resource allocation and product development.

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Collectively,
the integration of experienced leadership, complementary subsidiaries, commerce-enabled technology platforms, proprietary operating infrastructure,
and culturally influential strategic partners positions Limitless X to build durable, scalable brands with strong unit economics and
multiple monetization pathways. This multi-dimensional platform provides competitive insulation, execution leverage, and a clear pathway
toward institutional relevance and long-term shareholder value creation.

Intellectual
Property and Brand Ownership

All
brands in the Company’s portfolio are owned by Limitless X Inc., except for NZT-48, which is owned by Limitless Performance Inc.,
a company that is 100% owned by Jaspreet Mathur. This centralized ownership structure enables strong operational oversight, accelerated
brand development, and strategic alignment across the portfolio. As the Company continues to grow, this framework provides a scalable
foundation for integrating, acquiring, or incubating additional brands while maintaining consistency and control.

Influencer
Access, Brand Reach and Strategic Distribution Advantage

Limitless
X benefits from a uniquely positioned ecosystem at the intersection of sports, entertainment, wellness, and digital media, built through
years of high caliber sponsorships, premium event participation, and deep-rooted relationships across complementary industries. Through
company sponsored entertainment and sports activations, Limitless X has established strong brand visibility and earned trusted access
to elite talent networks that are typically inaccessible through traditional influencer marketing channels.

At
the center of this ecosystem is the Company’s Chairman and CEO, whose personal brand and longstanding relationships span professional
sports, global entertainment, music, film, social media, and high impact digital creators. With a combined social reach exceeding 11+
million followers on Instagram alone, supported by consistent motivational and transformational content, this presence acts as a continuous
inbound funnel for new influencers, athletes, and creators seeking authentic alignment with a credible, purpose driven platform. As a
result, Limitless X does not compete for influencer attention. It attracts it.

This
access is further amplified by the development of an exclusive, invitation only training and performance facility under Limitless Entertainment
Group, created in partnership with Manny Pacquiao. The facility is being designed specifically for elite athletes, celebrities, and top
tier influencers, serving not only as a private performance destination but also as a high value content hub. This environment enables
the organic creation of premium, aspirational content across fitness, lifestyle, recovery, and personal transformation, content that
influencers want to be part of and audiences actively engage with.

Our
influencer network is intentionally curated rather than commoditized. It includes respected figures across music, film, professional
athletics, fitness, wellness, nutrition, lifestyle media, social platforms, and public leadership, all unified by a shared belief in
the core brand ethos: Look Good and Feel Great. What differentiates this network is not follower count alone, but authentic alignment,
credibility, and influence within their respective communities.

The
Company maintains strategic flexibility by structuring influencer relationships on a campaign-by-campaign basis, with compensation terms
tailored to the individual, the product, and the target audience. This approach avoids long term restrictive contracts and allows management
to deploy the most effective voices for each initiative, ensuring message integrity and audience relevance. Influencers are activated
only where brand fit and performance alignment are strongest.

Limitless
X executes influencer activation using its internal resources, proprietary relationships, and select external marketing agencies, allowing
the Company to source, negotiate, and deploy talent at a fraction of prevailing market rates. This model eliminates the cost inefficiencies
of traditional influencer marketplaces and agency markups, while maintaining access to premium talent and high-quality content distribution
across Instagram, YouTube, podcasts, long form content, live appearances, and experiential events. Influencers distribute pre-approved
content aligned with brand standards and are compensated through performance-based commissions directly tied to measurable sales outcomes.

All
promoted products are distributed through the Company’s owned digital channels, creating a seamless path from content to conversion.
This integrated model enables Limitless X to reach audiences ranging from core fitness consumers to high-net-worth individuals, while
maintaining full control over brand messaging, data, and customer relationships.

The
Company believes that its relationships across sports, entertainment, and wellness industries, together with its content creation capabilities,
provide marketing and distribution advantages. The Company engages influencers on a campaign-by-campaign basis with compensation terms
tailored to each initiative, and influencers distribute pre-approved content aligned with brand standards and are compensated through
performance-based commissions tied to measurable sales outcomes.

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MARKET
FOR GLOBAL HEALTH AND WELLNESS

The
global health and wellness market represents one of the largest and most resilient consumer-driven sectors worldwide, supported by long-term
structural trends rather than short-term economic cycles. Industry research indicates that the wellness economy reached approximately
$6.5–$7.0 trillion in 2024, reflecting sustained growth across physical fitness, nutrition, mental health, preventive care, and
lifestyle optimization categories.

Current
industry forecasts project the market to expand at a compound annual growth rate of approximately 6%–8%, positioning the sector
to reach approximately $9–$10 trillion by 2029–2030, with continued expansion potentially exceeding $11 trillion by the mid-2030s,
assuming stable macroeconomic and regulatory conditions. For example, Zion Market Research estimates that the health and wellness market
will reach approximately $8.9 trillion by 2030, representing a compound annual growth rate of approximately 6.9% during the 2023–2030
period.

Market
expansion is being driven by several long-term and reinforcing factors, including demographic and behavioral shifts such as aging populations,
rising prevalence of chronic conditions, and increasing consumer emphasis on longevity, quality of life, and preventive health. Consumers
are increasingly allocating discretionary spending toward proactive health and wellness solutions rather than reactive or episodic care.
In parallel, the rapid adoption of digital health technologies, data-driven wellness platforms, and personalized health solutions has
expanded accessibility, scalability, and consumer engagement across multiple wellness categories.

Growth
is further supported by rising global middle-class populations, particularly in emerging markets, which are contributing to increased
demand for wellness-related products and services. Additionally, employer-sponsored wellness initiatives and institutional adoption of
preventive health programs continue to support stable demand across economic cycles.

Demand
within the health and wellness sector has historically demonstrated relative resilience during periods of economic uncertainty, as consumers
increasingly view health-related expenditures as essential rather than discretionary. Subsegments such as nutrition, mental wellness,
fitness, and digital health solutions have exhibited particularly strong growth in recent years, including accelerated adoption following
the COVID-19 pandemic.

Despite
its size and growth trajectory, the global health and wellness market remains highly fragmented, with no single participant holding a
dominant market share across the sector. This fragmentation presents opportunities for differentiated brands, technology-enabled platforms,
and vertically integrated business models to capture targeted segments of the broader addressable market.

While
market forecasts are inherently subject to uncertainty and may be affected by factors such as regulatory developments, changes in consumer
preferences, technological disruption, and broader macroeconomic conditions, management believes that the underlying fundamentals of
the global health and wellness sector support continued expansion and sustained demand growth over the long term.

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LIMX’s
business model is designed to address this convergence by operating as a hybrid wellness platform that integrates digital engagement
with offline distribution and experiential access. Rather than relying exclusively on a single sales channel, LIMX intends to engage
consumers through a combination of proprietary digital platforms, direct-to-consumer fulfillment, and strategic offline partnerships.
This structure is intended to expand market reach, diversify revenue streams, and reduce dependence on any single distribution channel.

Through
its digital infrastructure, LIMX seeks to support consumer education, personalization, subscription-based offerings, and ongoing engagement,
while also leveraging data analytics and customer relationship management systems to better understand purchasing behavior across channels.
In parallel, offline distribution is expected to support brand visibility, product trial, and access to consumer segments that may prefer
or require in-person engagement. These offline channels may include retail distribution, wellness centers, fitness and lifestyle venues,
events, and other third-party partners aligned with LIMX’s wellness-focused positioning.

The
integration of digital and physical distribution is further supported by advances in supply chain management, logistics, and inventory
optimization technologies, which enable coordinated fulfillment and consistent consumer experiences across channels. By aligning digital
engagement with offline access points, LIMX aims to increase customer lifetime value, improve retention, and adapt more efficiently to
changes in consumer demand.

As
global health and wellness spending is projected to approach approximately $8–10 trillion by the end of the decade, platforms capable
of serving consumers across multiple purchasing environments may be positioned to capture a broader share of the addressable market.
Management believes that LIMX’s hybrid, omnichannel approach aligns with current and anticipated consumer behavior within the wellness
sector, while also providing flexibility to scale across geographies, product categories, and distribution formats over time.

The
digital commerce and wellness landscape remains highly competitive and subject to regulatory developments, technological change, shifts
in consumer preferences, and operational execution risks. However, management believes that a diversified, omnichannel strategy that
integrates digital engagement with offline distribution and partnerships may support sustainable growth and resilience relative to single-channel
or narrowly focused business models.

OTHER
BUSINESS DIVISIONS

Limitless
X Holdings Inc. is a holding company that conducts its operations through a portfolio of wholly owned subsidiaries. Each subsidiary is
structured to operate within a distinct vertical while remaining strategically aligned under a centralized corporate, financial, and
governance framework. The Company owns 100% of the equity interests in each operating subsidiary, providing full control over
strategic direction, capital allocation, intellectual property, and operational execution across the platform.

The
Company’s subsidiaries are organized to support an integrated ecosystem spanning health and wellness products, digital commerce,
media and content production, live sports and entertainment initiatives, and emerging technology development. While certain subsidiaries
may be in varying stages of development, each is intended to contribute to long-term revenue growth, brand expansion, and enterprise
value creation for the consolidated holding company.

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LIMITLESS
X, INC.

Limitless
X Inc., a Nevada corporation (“Limitless X”), operates as a direct-to-consumer e-commerce company specializing in innovative
health and wellness products, with a primary focus on premium dietary supplements designed to enhance mental health and support brain-boosting
performance. The company’s flagship products—NZT-48, NZT-48 Lion’s Mane, NZT-48 For Her, and Oneshot Nootropic Pre-Workout—are
developed to enhance cognitive performance, boost energy, and support overall wellness. The name NZT-48 is also the same as the fictional
cognitive-enhancing drug featured in the movie Limitless and the subsequent TV series, which is currently available on Disney+.

Leveraging
a data-driven strategy, influencer partnerships, and high-performance digital marketing, Limitless X expects to rapidly scale both its
customer base and brand footprint. In 2025, the company strategically expanded into the Consumer-Packaged Goods (CPG) sector with the
launch of its proprietary Nootropic Coffee Concentrate. To date, approximately $50,000 has been invested in development and pre-launch
preparation, with an additional $250,000 projected for the commercial rollout, which includes scaling test campaigns, introducing three
new flavors, and replenishing initial inventory.

The
Coffee Concentrate is formulated for taste and convenience and is intended to be a source of clean energy to support enhanced focus and
sustained mental performance. This product directly aligns with the preferences of today’s wellness-focused consumer and represents
a strategically important addition to the Limitless X product ecosystem.

The
U.S. coffee market exceeds $100 billion annually, with coffee concentrates and ready-to-mix beverages emerging as one of the fastest-growing
segments. Competitors such as Jot and newer entrants like Javvy underscore the rising demand for premium, high-potency concentrates that
deliver both flavor and functionality. Limitless X differentiates itself by integrating wellness-enhancing ingredients, nutritional upgrades,
and a holistic lifestyle connection supported by the broader Limitless X ecosystem.

Building
on this momentum, Limitless X plans to introduce an expanded line of specialty coffee concentrates, including nootropic blends, adaptogenic
formulas, and other wellness-forward infusions designed to optimize both mind and body. This marks the first phase of a broader CPG rollout.
Supported by the CEO’s strategic industry relationships and direct access to major retail partners, the company is positioned to
scale across multiple verticals, from functional beverages to nutritional snacks and additional wellness-centric consumer goods.

As
part of its two-year growth strategy, Limitless X aims to significantly expand its direct-to-consumer (DTC) business by leveraging its
core competency: high-performance digital marketing. The DTC model will be driven by conversion-focused advertising across Facebook,
TikTok, Taboola, and related platforms, complemented by targeted influencer marketing initiatives. This channel is expected to remain
a primary growth driver as the company increases advertising spend in line with projected revenue and return on ad spend.

Currently,
we retain approximately 35% of our customers through recurring billing, giving us an average lifetime value (LTV) of about $90 per customer.
With the strategic addition of more SKUs and product bundles throughout 2025, we project a doubling of our LTV to $180. By 2026, we aim
to increase this figure by an additional 50%, bringing LTV to approximately $270, driven by continued customer retention efforts, subscription
optimization, and upsell opportunities. While we are optimistic about the projected increase in LTV, these figures are estimates and
there is no guarantee or assurance that we will achieve these targets.

In
parallel with our DTC push, Limitless X is pursuing big-box retail distribution to further diversify our sales channels and amplify brand
visibility. This retail expansion will work hand-in-hand with our digital growth, offering consumers multiple touchpoints to engage with
our brand. On a global scale, Limitless X aims to expand into key international markets such as Canada, Latin America, Philippines, India
and the MENA region. While these targeted markets offer substantial growth potential and align with our mission to make premium health
and wellness products accessible worldwide, such plans are aspirational and may not come to fruition as we do not currently have concrete
plans to implement such an expansion.

Together,
these strategic initiatives—DTC acceleration, retail expansion, and international market penetration—will better position
Limitless X to enhance operations, increase market share, and achieve sustainable, long-term revenue growth. As we execute on this vision,
we aspire to build the reputation of Limitless X in the global health and wellness industry.

15

LIMITLESS
FILMS, INC.

Limitless
Films, Inc., a Florida corporation (“Limitless Films”), is a film and television company focused on the development, packaging,
and financing of premium motion picture and episodic content for domestic and international markets. The Company’s strategy emphasizes
disciplined capital deployment, selective project participation, and collaboration exclusively with established, reputable directors,
producers, and recognized acting talent with demonstrated commercial track records. By focusing on carefully curated projects and experienced
creative partners, the Company seeks to mitigate development, production, and distribution risk. As of January 1, 2026, Limitless Films
is a wholly-owned subsidiary of the Company, and the activities of Limitless Films will be consolidated into the financial statements
of the Company going forward.

Limitless
Films primarily operates through a packaging and structured investment model, whereby projects are assembled with attached creative leadership,
principal cast, defined budgets, and clear distribution pathways prior to or early in production. The Company generally seeks to monetize
projects through pre-sales, licensing arrangements, secured lending, and distribution agreements with domestic and international buyers,
rather than relying solely on speculative box office performance. International markets are expected to play a meaningful role in this
strategy, supporting diversified revenue streams and advance sales opportunities.

16

Film
Financing Strategy:

We
plan to produce films with total budgets ranging from 3 million to 10 million dollars, beginning with mid-budget projects in the 3-to-5-million-dollar
range. These films balance creative ambition with commercial sensibility and allow us to pair rising talent with established A-list actors
while maintaining attractive risk-adjusted economics.

Our
film financing model is engineered for maximum leverage, security, and rapid capital recycling. Limitless Films expects to finance approximately
10 to 15 percent of each film’s total budget in-house, providing the seed capital that unlocks full financing. The remaining 85
to 90 percent will be sourced through well-established, low-risk channels, including:

●
Bank
financing backed by state and international tax credits

(tax credits are pre-sold or monetized through completion-bonded
structures)

●
Strategic
partnerships with studios and distributors

●
Private
film financiers and equity partners who co-invest based on creative and commercial viability

We
also utilize domestic paper and other secured lending mechanisms that guarantee repayment, allowing us to deploy capital with limited
downside. These instruments, which may be collateralized by tax credits, domestic distribution agreements, minimum guarantees, or presale
contracts, ensure that our funds are protected, contractually secured, and returned quickly, often within 12 to 18 months depending on
production and delivery timelines. This structure minimizes risk and allows capital to be recycled into new projects without liquidity
strain.

This
capital structure enables us to maintain meaningful creative control and backend participation while minimizing upfront exposure. To
further reduce risk and support capital recovery, we intend to align with major distribution partners early in development. This includes
potential theatrical distribution deals and direct-to-streaming releases with platforms such as Amazon Prime or Netflix, depending on
the target demographic and genre. It should be noted, however, that aside from the Bridge Loan Agreement, we do not currently have any
agreements in place with production companies, studios, or distributors, and there is no assurance that we will enter into any such agreements
in the future.

Owning
or co-owning key intellectual property assets, including scripts, characters, trademarks, and brand integrations, combined with the above
capital strategy, is intended to support long-term royalty streams and profit participation for Limitless Films. Except for the Bridge
Loan Agreement, which gives Limitless Films a security interest in the underlying rights of The Gentleman Thief, we do not currently
have any agreements regarding ownership or co-ownership of key intellectual property assets, and we may never enter into any such agreements.

Strategic
Value to Limitless X:

Each
film serves as a large-scale marketing engine for Limitless X products and brands. Through organic product placement, lifestyle integration,
influencer and athlete involvement, and storyline-driven brand tie-ins, our films become high-visibility platforms that:

●
Increase
national and international brand awareness

●
Drive
conversion by associating products with A-list talent and culturally relevant storytelling

●
Cross-promote
across our wellness, fitness, and streaming ecosystems

●
Expand
Limitless X into new consumer markets and global audiences

Through
secure financing, strategic distribution, and integrated brand placement, every project functions as both a revenue-generating film and
a powerful marketing asset for the Limitless X ecosystem.

17

Film
Revenue Generation Strategy:

We
plan to generate revenue from our films through a multi-channel monetization strategy that includes:

●
Domestic
and international box office receipts;

●
Global
streaming rights sales;

●
Licensing
and syndication to TV and VOD platforms;

●
Third-party
brand sponsorships and product placement;

●
Royalties
from soundtrack and merchandise sales;

●
International
territory sales and pre-sales; and

●
Ancillary
rights (airlines, hotels, inflight entertainment, etc.)

Led
by CEO Jas Mathur and Director Arthur Sarkissian, we are leveraging a powerful network of top-tier entertainment, media, and brand relationships.

Arthur
Sarkissian is the visionary producer behind the iconic Rush Hour franchise, one of the most successful action-comedy series in global
box office history. Rush Hour 4 was recently announced with Paramount set to distribute the film, following a major push and public endorsement
by President Donald Trump, further elevating the franchise’s momentum and visibility.

In
addition to our core leadership, we maintain strategic alliances with established producers, directors, and industry veterans whose collective
portfolios include films starring A-list talent such as Robert De Niro, Al Pacino, Dwayne Johnson, Mark Wahlberg, Bruce Willis, Megan
Fox, John Travolta, and many more. These partnerships significantly expand our creative reach, enhance our access to premier talent,
and strengthen the commercial potential of our slate and long-term strategy.

Together,
our approach combines high-impact storytelling with viral influencer-driven marketing to create content that not only captivates audiences
but also drives measurable real-world product awareness and conversion.

Currently,
we have four completed scripts (where ownership of the IP rights thereunder belongs exclusively to Limitless Films), several A-list actors
committed, and are positioned to begin production pending receipt of financing from this Offering or other sources. We currently do not
have any agreements in place regarding the scripts and we may never into such agreements with respect to intellectual property rights
such as trademarks, licenses, or royalties. However, as we scale, we will continue to work to finalize international rights deals, expand
our digital and physical distribution pipelines, and elevate promotional campaigns driven by our network of influencers—amplifying
visibility, boosting corporate valuation, and achieving long-term, sustainable revenue growth.

LIMITLESS
ENTERTAINMENT GROUP, INC.

Limitless
Entertainment Group, Inc., a Florida corporation (“Limitless Entertainment”), is a wholly owned subsidiary of Limitless X
Holdings Inc. The Company is focused on supporting, developing, and scaling professional boxing through live event production, fighter
development infrastructure, strategic partnerships, and integrated media initiatives.

Limitless
Entertainment operates as a collaborative platform within the boxing ecosystem. Rather than replacing existing industry participants,
the Company works alongside licensed promoters, managers, trainers, sanctioning bodies, and regulatory authorities to enhance operational
efficiency, expand market reach, and create sustainable opportunities for fighters at every stage of their careers.

The
Company is led by an experienced executive team with more than a decade of direct involvement in boxing and mixed martial arts. Leadership
experience includes working with elite professional fighters, negotiating athlete and promotional contracts, securing brand sponsorships,
managing regulatory compliance, and producing live combat sports events. This background also includes the operation of an MMA promotions
company in Montreal in 2013, providing hands-on expertise in event execution, athletic commission relations, audience development, and
venue logistics.

18

Through
its integrated model, Limitless Entertainment aims to deliver high-quality live events, support athlete development pathways, and create
compelling content for digital and broadcast distribution. The Company leverages strategic alliances, disciplined operational practices,
and industry relationships to build scalable, revenue-generating boxing properties while maintaining the integrity of the sport.

Strategic
Partnership & Fighter Development Division:

Limitless
Entertainment has entered into a partnership with Manny Pacquiao Promotions, securing an equity stake and launching a dedicated division
focused on supporting fighter development and promotional growth. This division does not manage fighters; instead, it provides infrastructure,
resources, and opportunities designed to complement the work of licensed managers, trainers, and promoters. The division will:

●
Collaborate
with partners to identify and spotlight rising boxing talent;

●
Support
fighters’ promotional visibility, brand-building, and media exposure opportunities;

●
Provide
access to coaching, training facilities, conditioning resources, and performance-optimization programs;

●
Integrate
Limitless X Inc. performance nutrition products designed to support strength, recovery, and endurance goals;

●
Assist
in creating content, digital storytelling, and audience engagement initiatives around fighters;

●
Negotiate
and secure brand partnerships, sponsorships, endorsements, licensing agreements, marketing campaigns, and other corporate commercial
opportunities for fighters;

●
Participate
in promotional activities and event development while remaining strictly outside of any role involving purse negotiations;

●
Not
earn a percentage of a fighter’s purse, nor engage in negotiating fight purses, bout terms, or any compensation directly tied
to sanctioned fight earnings.

This
structure enables Limitless Entertainment to support and elevate fighters through promotional, commercial, and developmental resources—while
maintaining full compliance with all regulatory requirements and avoiding any activities that may constitute fighter management or interfere
with purse-related negotiations.

19

Event
Production & National Expansion

Beginning
in 2026, Limitless Entertainment will produce multiple championship boxing events across high-value markets including California, New
York, Florida and Montreal, QC.

The
Company held its inaugural boxing event on November 29, 2025, at Pechanga Resort Casino. The Company intends to use this event as a basis
for developing additional boxing events in 2026 and beyond.

Event
Revenue:

●
Digital
pay-per-view (PPV) for select events

●
Ticketing
and VIP hospitality experiences

●
Corporate
sponsorships and brand integrations

●
Merchandise
sales and athlete-branded apparel

●
Broadcast
and media licensing rights

●
International
distribution and content syndication

●
On-site
concessions and food and beverage revenue sharing

●
Branded
fan experiences, meet-and-greets, and VIP access

●
Ticketed
weigh-ins, open workouts, and training sessions

●
On-demand
replays, highlight packages, and event archives

●
Subscription-based
access to behind-the-scenes or premium content

●
Social
media monetization and platform revenue sharing

●
Fighter
appearance fees and promotional participation agreements

●
Training
camps, seminars, and clinics connected to events

●
Product
placement within live events and broadcasts

●
Naming
rights for events, fight series, or venues

●
Co-branded
product launches tied to major fights

●
Licensing
of event formats, brands, or proprietary content libraries

●
Documentary,
film, or episodic content derived from event footage

●
Gaming,
fantasy, and interactive fan experiences

●
Fan
data monetization through compliant marketing partnerships

20

Leadership
& Industry Advantage:

Limitless
Entertainment’s position is further strengthened through its strategic partnership with Manny Pacquiao, the only eight-division
world champion in boxing history and a universally respected Hall of Fame legend. Pacquiao’s unparalleled legacy, global fan base,
and championship pedigree bring instant credibility, authenticity, and worldwide recognition to the Limitless brand—anchoring the
company at the highest level of combat sports and athletic performance.

This
foundation is reinforced by Sean Gibbons, whose decades-long career spans global matchmaking, elite fighter development, world-title
campaigns, and major international event production. Gibbons’ deep relationships across boxing commissions, sanctioning bodies,
promoters, broadcasters, and fighters provide Limitless with rare access and institutional knowledge, enabling the company to operate
seamlessly across both domestic and international markets.

The
Company’s CEO further adds a critical layer of operational and strategic depth, bringing over a decade of hands-on experience working
directly with elite fighters, trainers, and promoters. His background includes founding and operating an MMA promotions company in Montreal
in 2013, where he gained first-hand expertise in athlete management, live event logistics, regulatory compliance, sponsorship acquisition,
and fan engagement. This experience gives Limitless a meaningful competitive advantage in promoter relations, event execution, brand
activation, and audience development.

Together,
this leadership team uniquely positions Limitless Entertainment at the intersection of elite athletic performance, combat sports, global
entertainment, and scalable brand development—combining championship credibility, operational expertise, and industry relationships
to build a platform designed for long-term growth and international impact.

AI-Powered
Streaming Platform & Digital Media Ecosystem:

Limitless
Entertainment intends to develop an advanced, AI-enabled global streaming platform for boxing, designed to operate on customizable technology
frameworks and cloud-based infrastructure, including Amazon AWS, to support scalability, performance efficiency, and cost-effective operations.
The platform is expected to integrate live and on-demand content, data-driven fan engagement tools, and digital distribution capabilities
as development progresses.

Development
Cost & Timeline:

●
Total
development cost: Approximately $750,000 - $1,000,000

●
Platform
+ Smart TV + Mobile app launch timeline: 6 to 9 months

●
Monthly
maintenance (incl. staff): Not exceeding $25,000 USD

AWS-Driven
Scalability:

●
The
platform will utilize Amazon AWS for servers, CDN delivery, and load balancing, ensuring:

●
Ultra-low
cost per active viewer

●
High
reliability during live fight events

Automatic
scaling for global audiences:

Even
with 100,000 concurrent viewers, operational costs are projected at $12,000–$15,000 USD per month, providing exceptional scalability
at negligible incremental cost.

21

Platform
Features:

●
Live
and on-demand event streaming

●
Multi-camera
viewing capabilities

●
Real-time
analytics & commentary

●
AI-powered
predictive insights

●
Fan
voting, polls, and interactive tools

●
Community
chat and social engagement

●
Training
camp, behind-the-scenes, and exclusive fighter content

●
Streaming
Revenue Components

●
Digital
PPV sales

●
Subscription
memberships

●
App
store distribution

●
Advertising
& sponsorship sales

●
Data
analytics licensing

●
Premium
digital content & exclusive access packages

Streaming
Revenue Channels:

●
Digital
PPV sales

●
Subscription
memberships (monthly/annual)

●
Advertising
& sponsorship integrations

●
App
ecosystem distribution

●
Analytics
& audience insights licensing

●
Premium
digital content sales

Integrated
Film & Storytelling Division

Limitless
Entertainment Group will collaborate with Limitless Films Inc. to develop and produce a slate of premium documentaries, athlete-driven
series, and culturally resonant original content distributed across the United States, Canada, Latin America, and Asia. This content
strategy is designed to spotlight athlete journeys, championship moments, behind-the-scenes access, and untold stories that deepen fan
connection while expanding global audiences.

By
controlling both content creation and athlete narratives, Limitless is positioned to elevate fighters beyond competition and transform
them into recognizable global brands with long-term commercial value. Programming will span multiple formats, including long-form documentaries,
episodic series, digital-first content, and exclusive behind-the-scenes access tailored for streaming platforms, social media, and broadcast
partners.

This
integrated, cross-media approach amplifies the entire Limitless Entertainment ecosystem and creates a powerful flywheel that:

●
Builds
authentic fighter brands and fan loyalty

●
Expands
international reach across high-growth markets

●
Drives
incremental subscription, sponsorship, licensing, and PPV revenue

●
Enhances
event promotion, merchandise sales, and brand partnerships

By
merging elite combat sports with premium storytelling, Limitless Entertainment and Limitless Films Inc. are creating a scalable media
platform that extends far beyond the ring and positions the company at the intersection of sports, culture, and global entertainment.

Vision

With
meaningful influence across the talent development pipeline, a nationwide portfolio of live boxing events, a flagship Hollywood high-performance
training center, and (later) a global AI-powered streaming and media platform, Limitless Entertainment Group Inc. is building a vertically
integrated boxing support and development ecosystem designed to strengthen the sport from within.

22

Limitless
is not seeking to reinvent boxing. Instead, the Company exists to support, develop, and elevate fighters, helping them maximize their
opportunities both inside and outside the ring. By providing access to elite training, performance science, media exposure, brand-building
resources, and global distribution, Limitless empowers athletes to take greater control of their careers while remaining fully aligned
with the traditional boxing structure.

The
Company is committed to working collaboratively with promoters, managers, trainers, and sanctioning bodies at both the national and international
levels. Through partnership rather than competition, Limitless enhances event promotion, expands audiences, and creates additional revenue
opportunities that benefit all stakeholders in the ecosystem.

Backed
by iconic partners, deep industry relationships, and a robust digital infrastructure, Limitless Entertainment Group is positioning itself
as a trusted global platform for fighter development and visibility, bridging performance, media, and opportunity while preserving the
integrity and legacy of the sport of boxing.

BODYCOR,
INC.

BodyCor
Inc., a Nevada corporation formed in July 2025, is a wholly owned subsidiary established to consolidate, develop, and scale technology-driven
wellness initiatives across the Limitless X ecosystem. BodyCor is intended to serve as the Company’s centralized technology and
data innovation layer, supporting consumer engagement, personalization, and long-term brand intelligence while remaining complementary
to the Company’s core nutraceutical, consumer packaged goods, entertainment, and athlete-driven platforms.

BodyCor’s
strategic objective is to develop simple, intuitive, and AI-assisted digital wellness tools that enhance the customer experience surrounding
the Company’s existing and planned products, without positioning the platform as a medical or diagnostic solution. These tools
are intended to support personalized nutrition guidance, product education, habit formation, and engagement, while generating anonymized
and aggregated insights that may inform future product development, marketing efficiency, inventory planning, and customer retention
strategies across the Company’s subsidiaries.

As
part of this strategy, the Company has acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology
platform, with the contractual right, but not the obligation, to acquire up to 100% of DING, subject to applicable agreements. DING operates
with an existing commercial partnership with Instacart, pursuant to which grocery ordering and fulfillment are enabled through
Instacart’s platform. Through this model, the Company expects to participate economically in commerce activity generated through
the DING platform, linking digital nutrition engagement directly to consumer purchasing behavior. The integration of DING under BodyCor
is intended to expand the Company’s addressable monetization opportunities beyond product sales by embedding the ecosystem into
everyday food, nutrition, and lifestyle decision-making.

In
addition to consumer applications, BodyCor is expected to support professional fighters and athletes affiliated with Limitless Entertainment
Group Inc. through performance-oriented wellness tools focused on routine optimization, recovery awareness, and lifestyle consistency.
These tools are intended to integrate with content, athlete engagement, and brand partnerships to create a unified, data-informed wellness
experience.

Planned
Platform Capabilities (Conceptual)

BodyCor
intends to pursue development of a modular technology platform that may include, subject to available capital and execution:

●
Personalized
nutrition and supplement guidance based on user-provided lifestyle inputs, preferences, and goals

●
Habit-tracking
features addressing sleep, hydration, fitness activity, and supplementation consistency

●
AI-assisted
educational content, coaching prompts, and actionable wellness insights

●
Automated
onboarding, engagement, and retention workflows tied to product usage and content consumption

●
Athlete-focused
tools designed to help track training routines, recovery patterns, and daily readiness

●
Aggregated,
anonymized data analytics to identify emerging consumer trends and inform product innovation

●
Integration
across the Company’s eCommerce, content, athlete, and brand platforms

23

Strategic
Rationale & Value Creation

If
successfully developed and integrated, BodyCor and DING are intended to:

●
Increase
customer lifetime value through improved engagement and personalization

●
Support
improved conversion and retention across DTC and commerce-enabled channels

●
Diversify
monetization through Instacart-facilitated commerce activity

●
Enhance
data-driven product development, inventory planning, and marketing efficiency

●
Strengthen
athlete, brand, and partner relationships through differentiated digital experiences

Risk
& Forward-Looking Disclosure

This
initiative is forward-looking and subject to significant execution, technical, integration, regulatory, and capital risks. There can
be no assurance that BodyCor’s planned technologies or DING’s projected growth will be achieved, that the Instacart partnership
will continue on current terms, or that these initiatives will generate revenue or positive returns. The Company may modify, delay, scale
back, or discontinue development at any time.

Compliance
Team

All
compliance matters are managed internally by our Chief Operating Officer in close collaboration with our Vice President of Legal Affairs.
Together, they oversee and ensure compliance with all applicable legal and regulatory requirements across our operations. This oversight
includes data security, privacy protections, and adherence to, and where possible exceeding, relevant governmental standards. Our organization
is committed to maintaining the highest levels of transparency, accountability, and ethical conduct across all departments. Management
actively monitors developments in the regulatory environment and implements timely updates to our policies and procedures to remain compliant.
We place a strong emphasis on safeguarding customer information and privacy while proactively addressing evolving legal requirements
to mitigate risk and protect the long-term interests of the business.

Regulatory
Compliance – FDA and FTC

We
are subject to various federal, state, and local laws, regulations and administrative practices that affect our business. The safety,
formulation, manufacturing, processing, packaging, importation, labeling, promotion, advertising, and distribution of our dietary supplements,
are subject to regulation by several federal agencies, including the FDA, the FTC, the USDA and the CPSC.

The
FDA exercises broad jurisdiction over the labeling and promotion of dietary supplements. Labeling is a broad concept that, under most
circumstances, extends even to product-related claims and representations made on package inserts, and in some cases, a company’s
website and printed or digital media. All dietary supplements, must bear labeling that provides consumers with specific information with
respect to standards of product identity, net quantity/weight, nutrition or supplement facts labeling, ingredient statements, contact
information for the manufacturer/packer/distributor, allergens, and certain other disclosures.

The
FDA has comprehensive authority to regulate the safety of dietary supplements, dietary ingredients, labeling and current good manufacturing
practices. The DSHEA, enacted in 1994, greatly expanded the FDA’s regulatory authority over dietary supplements. Through DSHEA,
dietary supplements became a separately regulated subcategory of food, and the FDA was empowered to establish good manufacturing practice
regulations governing key aspects of the production of dietary supplements, including quality control, record keeping, packaging, and
labeling. DSHEA also expressly permits dietary supplements to make label claims and promotional statements describing how a product affects
the structure, function or general well-being of the body if adequate scientific evidence exists to substantiate the claim, although
no statement may expressly or implicitly represent that a dietary supplement will diagnose, cure, treat or prevent a disease, which are
claims reserved for drug products that are regulated separately by the FDA.

24

The
FDA has broad authority to enforce the provisions of the FDCA applicable to the safety, labeling, manufacturing, transport, and promotion
of dietary supplements, including powers to issue a public warning letter to a company, publicize information about illegal, misbranded,
or adulterated products, instituting a seizure action, an injunction action, or a criminal prosecution. In the past few years, the FDA
has commenced enforcement actions against dietary supplement companies by issuing warning letters regarding products that make impermissible
claims related to treatments and cures for various diseases.

In
addition to the FDA’s regulatory control over product labeling, the FTC also exercises jurisdiction over the advertising of foods
and dietary supplements, including health benefit claim, as well as deceptive advertising methods. The FTC has the power to levy monetary
sanctions and demand “consent decrees” or seek judgments that include penalties and restitution to consumers that can severely
limit a company’s business practices. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement
companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising
claims. In December of 2022, FTC issued its Health Products Compliance Guidance that suggests that at least one randomized clinical trial
may be necessary for any claim regarding the health benefits of a product. In addition to FTC warning letters and enforcement actions,
private parties are increasingly initiating broad consumer class actions against food and dietary supplement manufacturers for false
or misleading labeling and/or advertising.

As
is common in our industry, we rely on our suppliers and contract manufacturers to ensure that the products they manufacture and sell
to us comply with all applicable regulatory and statutory requirements. In general, we seek certifications of compliance, representations
and warranties, indemnification and insurance from our suppliers and contract manufacturers, directly or through our distributor. However,
even with adequate certifications, representations and warranties, insurance and indemnification, any claims of non-compliance could
significantly damage our reputation and consumer confidence in the products we sell. In addition, the failure of such products to comply
with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or withdraw
such products from our stores.

Data
Privacy

In
the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks
sensitive data, including our proprietary business information and that of our customers, suppliers, and business collaborators, as well
as personal information of our customers and employees. The secure processing, maintenance and transmission of this information is critical
to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced
from third parties has increased over the past few years. Despite our security measures, it is impossible for us to eliminate this risk.

A
number of states in the United States have enacted data privacy and security laws and regulations that govern the collection, use, disclosure,
transfer, storage, disposal, and protection of personal information, such as social security numbers, financial information, and other
sensitive personal information. For example, all 50 states and several U.S. territories now have data breach laws that require timely
notification to affected individuals, and at times regulators, credit reporting agencies and other bodies, if a company has experienced
the unauthorized access or acquisition of certain personal information. Other state laws, particularly the California Consumer Privacy
Act, as amended (“CCPA”), among other things, contain disclosure obligations for businesses that collect personal information
about residents in their state and afford those individuals new rights relating to their personal information that may affect our ability
to collect and/or use personal information. Further, the California Privacy Rights Act (“CPRA”) was recently voted into law
by California residents. The CPRA significantly amends the CCPA and imposes additional data protection obligations on covered companies
doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It also
creates a new California data protection agency specifically tasked to enforce the law, which would likely result in increased regulatory
scrutiny of California businesses in the areas of data protection and security. The substantive requirements for businesses subject to
the CPRA went into effect on January 1, 2023, and became enforceable on July 1, 2023. Meanwhile, several other states and the federal
government have considered or are considering privacy laws like the CCPA. We will continue to monitor and assess the impact of these
laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private
class-action litigation and carry significant potential liability for our business.

25

Outside
of the United States, data protection laws, including the European Union General Data Protection Regulation (the “GDPR”),
also might apply to some of our operations or business collaborators. Legal requirements in these countries relating to the collection,
storage, processing, and transfer of personal data/information continue to evolve. The GDPR imposes, among other things, data protection
requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer personal data/information
of persons located in the European Union, a requirement for prompt notice of data breaches to data subjects and supervisory authorities
in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to
the greater of €20 million or 4% of total company revenue). Other governmental authorities around the world have enacted or are
considering similar types of legislative and regulatory proposals concerning data protection.

The
interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial
costs to monitor and implement and maintain adequate compliance programs. Failure to comply with United States and international data
protection laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal
penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business.

We
rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising, cookie-based
processing, and postal mail to sell our products and services and to attract new consumers, and we and our vendors, are subject to various
current and future data protection laws and data protection obligations that govern marketing and advertising practices. Governmental
authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods
of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required
before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some
providers of consumer devices, web browsers and application stores have implemented, or announced plans to implement, means to make it
easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or
limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of
online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online
tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase
our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse
effect on our business, financial condition, results of operations, and prospects.

Seasonality

We
do not experience seasonal variations in our quarterly operating results and capital requirements.

Human
Capital

As
of the date of this Offering Circular, we have 7 full-time employees and 4 sub-contractors. None of our employees are members of a labor
union or covered by a collective bargaining agreement.

Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing
and new employees, advisors, and consultants. The principal purposes of our equity incentive plans are to attract, retain and reward
personnel through the granting of equity-based compensation awards in order to increase shareholder value and the success of our business
by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Legal
Proceedings

From time to time, the Company is involved in
legal proceedings. arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually
or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. For more detail regarding
litigation matters, please see the Financial Statements.

PROPERTIES

We
have a lease for our corporate headquarters located at 9777 Wilshire Blvd., #400, Beverly Hills, CA 90212.

26

CORPORATE
HISTORY AND BACKGROUND

The
Company was formed in the State of Nevada on June 3, 1996, as Vyta Corp. On November 5, 2010, the Company changed its name to Bio Lab
Naturals, Inc. On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange
Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“Limitless X”), and
its 11 shareholders (the “Limitless X Nevada Acquisition”). The parties completed and closed the Limitless X Acquisition
on May 20, 2022. Concurrently with the Limitless X Nevada Acquisition, Jaspreet Mathur, the founder, and principal shareholder of Limitless
X, also purchased from Helion Holdings LLC, shares of Bio Lab’s Class A Stock, which at all times have a number of votes equal
to 60% of all of the issued and outstanding shares of common stock of Bio Lab. On June 10, 2022, the Company changed its name to Limitless
X Holdings Inc.

CORPORATE
INFORMATION

We
are a Delaware corporation. Our corporate headquarters are located at 9777 Wilshire Blvd., Suite 400, Beverly Hills, California 90212,
and our telephone number is (855) 413-7030. We maintain a corporate website at https://www.limitlessx.com/ . Information for investors
can be found on our Investor Relations website at https://ir.limitlessx.com .

REPORTS
TO SECURITY HOLDERS

We
provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally
available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Exchange
Act. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will
file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above
reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials
that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov)
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.