UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement between AGA Precision Systems LLC and A&B Aerospace, Inc.
On July 2, 2026, AGA Precision Systems LLC (“AGA”), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”), entered into a Merger Agreement with A&B Aerospace, Inc. (A&B, and such agreement, the “Merger Agreement”), another wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, AGA will merge into A&B (“Merger”), with A&B as the surviving entity of the Merger. All of the membership interests in AGA will be cancelled without consideration and all of the issued and outstanding shares of A&B will remain outstanding and unaffected by the Merger. The Merger will be consummated by the filing of the Certificate of Merger with the Secretary of State of the State of California at a later time, with an anticipated effective date of July 2, 2026.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Merger Agreement between AGA Precision Systems LLC and A&B Aerospace, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 9, 2026
| PMGC Holdings, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
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