L1 Capital Exercises Warrants, Holds 165,580 PMGC Shares (6.53%)

Rhea-AI Filing Summary

PMGC Holdings Inc. Schedule 13G/A reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 165,580 shares of PMGC common stock, representing 6.53% of the 2,369,727 shares outstanding after an offering. The filing explains these shares arose from the Reporting Person exercising warrants on August 25, 2025 at an adjusted exercise price of $2.015 per share under a warrant inducement agreement and receiving new warrants exercisable at $1.89. The new warrants underlying an additional 165,580 shares are subject to a 4.99% ownership limitation and require shareholder approval. The amendment also notes prior larger holdings reported in October 2024 were sold before August 25, 2025.

Positive

• Transparent disclosure of the exercise, resulting holdings, and the basis for the percentage calculation
• Clarifies voting and dispositive power: sole voting/dispositive power over the 165,580 reported shares
• Receives replacement warrants exercisable at $1.89, preserving potential upside while documenting limits

Negative

• Replacement warrants subject to a 4.99% beneficial ownership limitation, restricting immediate additional conversion
• Replacement warrants require shareholder approval, creating uncertainty about future dilution or conversion
• Previously reported larger position (3,171,061 shares/warrants) was sold prior to August 25, 2025, indicating reduced exposure

Insights

Securities Analyst

TL;DR: L1 Capital reports a 6.53% stake after warrant exercises; position reduced from prior reported holdings and new warrants carry approval and ownership limits.

The amendment documents a change in economic and voting exposure driven by a warrant inducement transaction. The fund acquired 165,580 common shares by exercising warrants at $2.015 and received replacement warrants exercisable at $1.89. Important constraints include a 4.99% beneficial ownership limitation on the replacement warrants and required shareholder approval, which could constrain future conversion and voting influence. The disclosure is clear on voting and dispositive power: sole control over the reported shares, and no shared power.

Corporate Governance Expert

TL;DR: Filing is transparent about beneficial ownership, governance actors, and limitations; shareholder approval requirement is a governance trigger to monitor.

The report names David Feldman and Joel Arber as directors of the reporting fund and disclaims their personal beneficial ownership beyond pecuniary interest. The replacement-warrant shareholder-approval requirement and the 4.99% cap are material governance items because they limit the fund's ability to increase voting influence absent shareholder action. The amendment properly reconciles prior reported positions with the current post-offering share count used to calculate the 6.53% stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

PMGC Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

73017P201

(CUSIP Number)

08/25/2025

(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. 73017P201

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 165,580.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 165,580.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

165,580.00

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)

6.53 %

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: 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660
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.: 73017P201
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: 165,580 This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on October 1, 2024, covering 3,171,061 shares of Common Stock and underlying Warrants purchased on September 24, 2024. The amounts in Row (5), (7) and (9) include 165,580 shares of Common Stock purchased on August 25, 2025 in connection with the issuer's warrant inducement agreement reducing the exercise price of existing Warrants in exchange for the Reporting Person and other Warrant holders exercising the Warrants at the new exercise price of $2.015 per share. The Reporting Person also received new 165,580 Warrants exercisable at $1.89 per share. The amounts reported do not include 165,580 shares of Common Stock underlying the new Warrants, which are subject to a 4.99% beneficial ownership limitation and are subject to shareholder approval. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 2,369,727 shares of Common Stock outstanding after the offering, based upon an email communication from the broker on August 25, 2025. The Common Stock previously reported had been previously sold prior to August 25, 2025. 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: 6.53%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 165,580
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 165,580
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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:	08/29/2025

FAQ

How many shares of PMGC does L1 Capital report owning in the Schedule 13G/A?

The filing reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 165,580 shares, representing 6.53% of the company based on 2,369,727 outstanding shares after the offering.

How were the reported PMGC shares acquired by L1 Capital?

The 165,580 shares were acquired by exercising warrants on August 25, 2025 under a warrant inducement agreement at an exercise price of $2.015 per share.

Did L1 Capital receive any additional warrants in the transaction?

Yes. The Reporting Person received new 165,580 warrants exercisable at $1.89 per share; shares underlying those warrants are not included in the reported share total because they are subject to limits and approval.

Are there limits on the new warrants reported by L1 Capital?

Yes. The new warrants and the shares underlying them are subject to a 4.99% beneficial ownership limitation and require shareholder approval to be freely included.

Who is the filing signed by and what is the reporting entity's domicile?

The filing is signed by David Feldman as Director of L1 Capital Global Opportunities Master Fund, Ltd., which is organized in the Cayman Islands.