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commented
9 years ago @MatthewAry - debugging thread issues when celluloid is present can be a little tough - mostly because of threads and fibres it's hard to get a relevant backtrace.
You may first want to set the environment variable: LISTEN_GEM_DEBUGGING (https://github.com/guard/listen#issues-and-troubleshooting).
I'd add some debug/STDERR.puts/logger statements into celluloid to e.g. track the thread.list.size at various points. (You may also want to be sure it really is because of too many threads - and not some other system/user limit that's preventing pthread from succeeding).
You may also want to try a newer version of Ruby (because of additional thread checks, etc.) and a different version of Celluloid (0.15.x or master).
If it really is a listen issue, you could try watching less directories (or simpler directories) to see if there's an impact there.
MatthewAry
At least I think that listen is the cause. There is a thread leak going on here and I am having trouble finding the cause.
I would like to solve this myself but its possible that this is a bug in Listen. I this bug appears in the newest stable version of listen and in HEAD.
Thanks in advance!