Material Agreement (Form 8-K)

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.