As filed with the U.S. Securities and Exchange Commission on November 25, 2025. Registration No. 333-290902 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 5912 33-2382547 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R. ...

As filed with the U.S. Securities and Exchange Commission on November 25, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 5912 33-2382547 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R. ...

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Core Insights - PMGC Holdings Inc. has announced the acquisition of Indarg Engineering, a precision CNC machining company, to enhance its manufacturing capabilities in the aerospace and defense sectors [1][6][11] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on strategic acquisitions and investments across various industries to maximize growth and value [9] - AGA Precision Systems LLC, a subsidiary of PMGC, specializes in high-tolerance CNC machining and serves customers in aerospace, defense, and industrial sectors [7][8] Acquisition Details - Indarg Engineering, founded in 1985, has a strong track record in delivering high-tolerance components and rapid prototyping for aerospace, defense, medical, and automotive sectors [2] - The acquisition will rebrand Indarg's Hawthorne operation under AGA Precision Systems, expanding AGA's manufacturing footprint and capabilities [3][6] - Joel Alvarez, the former Owner and President of Indarg, will continue as General Manager, bringing extensive experience in advanced manufacturing and operational leadership [4][5] Strategic Implications - This acquisition aligns with PMGC's strategy to consolidate specialized manufacturers in the U.S. aerospace and defense sectors, aiming to drive earnings scalability and operational synergies [6][11]

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Nevada 5912 33-2382547 (I.R.S. Employer Identification ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333-290428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PMGC HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 5912 33-2382547 (Primary Standard Industrial (I.R.S. Employer Classification Co ...

Company Overview - PMGC Holdings Inc. has completed the acquisition of AGA Precision Systems LLC, a CNC machining business based in California, which generated over $1.39 million in revenue in 2024 and has a history of profitability [1][4] - The acquisition aligns with PMGC's strategy of acquiring U.S.-based, cash-flow-positive industrial businesses to strengthen mission-critical supply chains [1][5] - AGA will continue operations under its existing leadership with support from PMGC's management team [3] Strategic Rationale - The acquisition of AGA is part of PMGC's broader strategy to acquire specialized manufacturing businesses with strong fundamentals and long-term growth potential [5] - AGA's expertise in specialty metals and its established customer relationships enhance PMGC's operational and strategic value [6] - PMGC plans to support AGA's growth through investments in business development and production efficiency [6] Industry Outlook - The global CNC machine tool market is projected to grow from $100.5 billion in 2024 to $109.1 billion in 2025, with expectations to exceed $200 billion by 2033 [7] - Growth in the CNC machine tool market is driven by demand from aerospace, defense, and industrial sectors, along with reshoring efforts supported by recent legislation [7] Recent Acquisitions - AGA marks PMGC's second acquisition in the quarter, following the acquisition of Pacific Sun Packaging on July 10, 2025 [8] - The acquisition of AGA adds $1.39 million in cash-flow-positive revenue, bringing PMGC's estimated total annualized revenue to over $2.25 million [9][10]

Core Viewpoint - PMGC Holdings Inc. has entered into a non-binding Letter of Intent to acquire a U.S.-based CNC machining company specializing in high-complexity components for the aerospace and defense sectors [1] About the Target Company - The target company, founded in 1948, is AS9100 and ISO 9001 certified, specializing in precision aerospace components [2] - It operates a modern facility equipped with 5-axis CNC machines and advanced CAD/CAM and ERP systems, offering a full range of secondary services including grinding, EDM, and honing [2] - The company serves commercial and defense aerospace customers, delivering high-quality parts with ultra-tight tolerances and cleanroom-capable production [2] Financial Overview - The target company reported a revenue of approximately $4.5 million and an adjusted EBITDA of $500,000 for 2024, indicating consistent profitability [3] - Its growth has been entirely organic, relying on customer referrals, repeat business, and trusted vendor relationships [3] Strategic Fit - This acquisition aligns with PMGC's strategy to acquire specialized U.S. manufacturers in sectors where quality and technical expertise are crucial [4] - The aerospace sector is experiencing increased demand for certified domestic suppliers due to federal incentives and geopolitical factors promoting onshoring and supply chain resiliency [4] Management Perspective - PMGC's CEO highlighted the target company's integration into high-trust aerospace supply chains and its consistent earnings as key factors making it a natural fit for PMGC's platform [5] - The closing of the acquisition is subject to customary conditions, including due diligence and corporate approvals [5]

Core Viewpoint - PMGC Holdings Inc. has signed a non-binding Letter of Intent to acquire a cash-flow positive CNC machining company in California, which has over 35 years of operational history [1] About the Target Company - The target company specializes in precision milling, turning, mold manufacturing, and works with exotic metals such as titanium and Inconel [2] - It holds AS9100D and ISO 9001:2015 certifications, which are essential for major aerospace and defense contractors [2] - In 2024, the target generated approximately $1.4 million in revenue and $215,000 in adjusted EBITDA [3] Strategic Rationale - The acquisition aligns with PMGC's strategy of acquiring U.S.-based, cash-flow-positive manufacturing businesses with strong fundamentals and growth potential [4] - The target's established customer relationships and reputation for quality are seen as significant advantages [4] - Recent geopolitical dynamics and supply chain vulnerabilities are expected to accelerate efforts to rebuild American manufacturing capabilities, benefiting companies like the target with necessary certifications [4] - Demand for qualified U.S.-based suppliers is increasing as defense and industrial clients prioritize secure, high-quality domestic partners [4] Company Overview - PMGC Holdings Inc. is a diversified holding company focused on managing and growing its portfolio through strategic acquisitions across various industries [6] - The company currently has three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC [6] - This acquisition marks PMGC's third pending acquisition since April 2025, indicating a robust M&A strategy with more deals expected [7]