SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES ACT OF 1934

LIMITLESS PROJECTS INC.

(Exact Name of Registrant as Specified in Charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☐

If this form relates to the registration of a class of securities pursuant to section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☒

Securities Act registration statement file number to which this form relates: 333-252795 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.001

Item 1. Description of Registrant’s Securities to be Registered.

The description of securities contained in the Registrant’s Registration Statement on Form S-1, as amended, filed with the commission (File 333-252795) is incorporated by reference into this registration statement.

Item 2. Exhibits

* filed as an exhibit to our registration statement on Form S-1 filed on February 5, 2021.

** filed as an exhibit to our registration statement on Form S-1/A filed on March 8, 2021.

*** filed as an exhibit to our registration statement on Form S-1/A filed on May 10, 2021.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 2, 2022