Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

X0202 SCHEDULE 13D/A 0001982476 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value per share 06/01/2026 false 0001840563 73017P508 PMGC Holdings Inc. 120 Newport Center Drive Newport Beach CA 92660 Ross. D. Carmel, Esq. (212) 930-9700 1185 Avenue of the Americas, 26th Floor New York NY 10036 0001982476 N Braeden Lichti PF N Z4 0.00 450313.00 0.00 450313.00 450313.00 N 7.40 IN Row 4: Mr. Lichti used personal funds for consideration of common stock previously reported in the Schedule 13D. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc., an entity wholly owned by Mr. Lichti, on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. Rows 8, 10, and 11: Includes (i) 2 shares of common stock, par value $0.0001 per share ("Common Stock") underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026. Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026. Y Northstrive Companies Inc. OO N CA 0.00 450311.00 0.00 450311.00 450311.00 N 7.40 CO Braeden Lichti is, as of the date of this Schedule 13D, the Chief Executive Officer and sole owner of Northstrive Companies Inc. Row 4: Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of shares reported in this Amendment No. 2 reflect amounts on a post-split basis. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. Rows 8, 10, and 11: Includes (i) 2 shares of Common Stock underlying options previously granted to Mr. Lichti, held by Northstrive Companies Inc., a company wholly owned by Mr. Lichti, (ii) 2 shares of Common Stock underlying warrants previously issued to Mr. Lichti and held by BWL Investments Ltd, an entity owned by Mr. Lichti, (iii) (iii) 32 shares of Common Stock held by Northstrive Companies Inc., and (iv) 450,277 shares of Common Stock underlying options granted to Northstrive Companies Inc. on June 1, 2026. Row 13: Calculated based on 5,631,282 shares of Common Stock of the Issuer issued and outstanding on June 1, 2026. Common Stock, $0.0001 par value per share PMGC Holdings Inc. 120 Newport Center Drive Newport Beach CA 92660 This Amendment No. 1 relates to the Common Stock of the Issuer and amends the Schedule 13D. The principal executive offices of the Issuer are located at 120 Newport Center Drive, Newport Beach, CA 92660. This Amendment No. 1 is filed jointly by Braeden Lichti and Northstrive Companies Inc. Mr. Lichti is the Chief Executive Officer and sole owner of Northstrive Companies Inc. The address of each of the Reporting Persons is 120 Newport Center Drive, Newport Beach, CA 92660. Northstrive Companies Inc. is principally engaged in the business of investment management and advisory services. Mr. Lichti is principally engaged as the Chief Executive Officer of Northstrive Companies Inc. Mr. Lichti has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Northstrive Companies Inc. is a California corporation. Mr. Lichti is a citizen of Canada. Mr. Lichti used personal funds for consideration of Common Stock previously reported in the Schedule 13D, which Common Stock were previously held by other entities of Mr. Lichti, and were later assigned to Northstrive Companies Inc. The options granted to Northstrive Companies Inc. on June 1, 2026 were partial consideration for consultant services provided to the Issuer through Northstrive Companies Inc. Such options are reported in Mr. Lichti's Form 4 filed with the SEC on June 2, 2026. Since the filing of the Reporting Persons' Schedule 13D with the SEC on March 28, 2025, the Common Stock reported therein were assigned from Mr. Lichti's entities to Northstrive Companies Inc. The Issuer underwent multiple reverse stock splits since the filing of the Schedule 13D, and the beneficially owned amounts of Common Stock reported in this Amendment No. 1 reflects shares on a post-split basis. On June 1, 2026 the Issuer granted to Northstrive Companies options reported herein, pursuant to the Issuer's 2025 Equity Incentive Plan, as amended, and as parital consideration for consultant services provided to the Issuer through Northstrive Companies Inc. See the information contained on the cover page of this Amendment No. 1, which is incorporated herein by reference. Sole power to vote or to direct the vote: Braeden Lichti: 0 shares Northstrive Companies Inc.: 0 shares Shared power to vote or to direct the vote: Braeden Lichti: 450,281 shares Northstrive Companies Inc.: 450,279 shares Sole power to dispose or to direct the disposition of: Braeden Lichti: 0 shares Northstrive Companies Inc.: 0 shares Shared power to dispose or to direct the disposition: Braeden Lichti: 450,281 shares Northstrive Companies Inc.: 450,279 shares The information set forth in Item 3 above is incorporated herein by reference. Not applicable. Not applicable. The information in Items 3 and 4 is incorporated herein by reference. Joint Filing Agreement between Braeden Lichti and Northstrive Companies Inc., filed herein as Exhibit A. Braeden Lichti /s/ Braeden Lichti Braeden Lichti 06/03/2026 Northstrive Companies Inc. /s/ Braeden Lichti Braeden Lichti/Chief Executive Officer 06/03/2026