L1 Capital reports 1.0% stake in PMGC Holdings

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 11,828 securities of PMGC Holdings Inc., representing about 1.0% of the company’s common stock.

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 11,828 securities of PMGC Holdings Inc., representing about 1.0% of the company’s common stock. These securities include 11,828 warrants to purchase shares of common stock.

L1 Capital reports sole voting and dispositive power over these 11,828 securities and no shared power. The ownership percentage is based on 1,185,795 shares of common stock outstanding as referenced in a recent prospectus supplement. The filer also certifies the position is not held to change or influence control of PMGC Holdings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in PMGC Holdings Inc. does L1 Capital report in this Schedule 13G/A?

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 11,828 securities of PMGC Holdings Inc., equal to about 1.0% of the outstanding common stock. This reflects a relatively small institutional position in the company’s equity.

How many PMGC Holdings securities does L1 Capital have voting power over?

L1 Capital reports sole voting power over 11,828 securities of PMGC Holdings Inc. It also reports sole dispositive power over the same amount, with no shared voting or shared dispositive power indicated in the filing.

How was L1 Capital’s 1.0% ownership in PMGC Holdings calculated?

The reported 1.0% ownership is based on 1,185,795 shares of PMGC Holdings common stock outstanding. That outstanding share figure comes from a prospectus supplement filed under Rule 424(b)(5), which the filing cites as the basis for the percentage calculation.

Does L1 Capital’s reported position in PMGC Holdings include warrants?

Yes. The Schedule 13G/A states that the 11,828 securities include 11,828 warrants to purchase shares of PMGC Holdings common stock. These warrants are counted for beneficial ownership purposes under Rule 13d-3, increasing L1 Capital’s reported economic exposure.

Is L1 Capital seeking to influence control of PMGC Holdings with this stake?

The filing explicitly certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of PMGC Holdings. It also states they are not held in connection with any transaction having that control-related purpose.

Who signed the Schedule 13G/A for L1 Capital regarding PMGC Holdings?

The Schedule 13G/A is signed by David Feldman, identified as a Director of L1 Capital Global Opportunities Master Fund, Ltd. His signature certifies that, to the best of his knowledge and belief, the information in the statement is true, complete, and correct.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 08:00 AM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

PMGC Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

73017P300

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 73017P300

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,828.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,828.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,828.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.0 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PMGC Holdings Inc.
(b)	Address of issuer's principal executive offices: 675 West Hastings Street, Suite 805, Vancouver, BC V6B1N2
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 73017P300
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11,828 This amendment refers to a Schedule 13G/A filed with the Securities and Exchange Commission on August 29, 2025, covering 165,580 shares of Common Stock and underlying Warrants purchased on August 25, 2025. The amounts in Row (5), (7) and (9) include 11,828 Warrants to purchase shares of Common Stock. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 1,185,795 shares of Common Stock outstanding, based on the Issue's Prospectus Supplement filed under Rule 424(b)(5) filed with the Securities and Exchange Commission on January 12, 2026. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)	Percent of class: 1.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 11,828
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 11,828
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	02/17/2026