PMGC Holdings Inc.

FOR THE SPECIAL STOCKHOLDERS MEETING

MARCH 26, 2025

This Proxy Statement contains information related to the Special Stockholders Meeting of PMGC Holdings Inc., which will be held at 9:30 a.m. Pacific Standard Time on Wednesday, March 26, 2025, and any postponements or adjournments of the meeting. We first mailed these proxy materials to stockholders on or about March 6, 2025. In this Proxy Statement, “Company,” “PMGC,” “we,” “us,” and “our” each refer to PMGC Holdings Inc. and its subsidiaries.

ABOUT THE PROXY MATERIALS

We are furnishing proxy materials to our stockholders of record on January 28, 2025, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Stockholders Meeting to be held at the offices of Harper Grey LLP, 650 West Georgia Street, # 3200, Vancouver, BC V6B 4P7, Canada, 9:30 a.m. Pacific Standard Time on Wednesday, March 26, 2025. This proxy is being solicited by the Board of Directors of the Company (“Board”) and the cost of solicitation of the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of this Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. We began distributing this Proxy Statement, the Notice and proxy card on or about March 6, 2025. This Proxy Statement and the Notice are also available atwww.pmgcholdings.com/investors/sec-filings.

Additionally, we note that all applicable Common Stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise and conversion prices appearing in the Proxy Statement and any related materials have been adjusted to give effect to a 1-for-7 reverse stock split, of which the Articles of Amendment to Articles of Incorporation, as amended, with regard to the split was filed on February 28, 2025. The split will be effective on March 10, 2025. A copy of the aforementioned Articles of Amendment to our Articles of Incorporation as amended is included as Appendix F.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL STOCKHOLDERS MEETING TO BE HELD ON MARCH 26, 2025

This Proxy Statement and the enclosed proxy card are available atwww.pmgcholdings.com/investors/sec-filings.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following methods:

• At the Special Meeting. To vote at the Special Meeting, attend the Special Meeting and follow the instructions.

• By Internet. To vote by proxy via the Internet, follow the instructions described on the proxy card.

• By Telephone. To vote by proxy via telephone within the United States and Canada, use the toll-free number on the proxy card.

• By Mail. To vote by mail, complete, sign, and date the proxy card and return it in the envelope provided.

Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy using one of the methods described above to ensure your vote is counted. You may still attend the Special Meeting and vote even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker or other nominee, you may vote using the following methods:

• At the Special Meeting. To vote at the Special Meeting, you must obtain a valid proxy from your broker or other nominee. Follow the instructions from your broker or other nominee, or contact them to request a proxy form.

• By Internet. You may vote through the Internet if your broker or other nominee makes this method available, in which case the instructions will be included in the proxy materials provided to you.

• By Telephone. You may vote by telephone if your broker or other nominee makes this method available, in which case the instructions will be included in the proxy materials provided to you.

• By Mail. If you received a proxy card and voting instructions from the broker or other nominee holding your shares rather than from us, follow the instructions on the proxy card.

What You Are Voting On

At the Special Meeting, there are six (6) matters scheduled for a vote of the stockholders:

• Amendment to Articles of Incorporation to Increase Authorized Common Stock. An amendment to our Articles of Incorporation to increase the authorized shares of Common Stock from 285,714,286 to 10 billion;

• Issuance of Common Stock Upon Exercise of New Warrants. The issuance of 138,484 shares of Common Stock, in the aggregate, upon the exercise of the New Warrants issued pursuant to the Warrant Inducement Agreement, and the adjustment terms as set forth in the New Warrants;

• Amendment to Bylaws for Staggered Board. To amend our Bylaws to provide for a Board with members serving for staggered terms, comprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms;

• Bonus Issuances of Non-Trading, Non-Convertible Series B Preferred Stock to GB Capital, an Entity Wholly Owned by Graydon Bensler. To approve the issuance of 3,036,437 shares of Series B Preferred Stock to GB Capital, an entity wholly owned by our Chief Executive Officer, Chief Financial Officer, and Director, Graydon Bensler, as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement, as amended;

• Bonus Issuances of Non-Trading, Non-Convertible Series B Preferred Stock to Northstrive, an Entity Wholly Owned by Braeden Lichti. To approve the issuance of 3,336,437 shares of Series B Preferred Stock to Northstrive, an entity wholly owned by our Chairman, Braeden Lichti, as a signing bonus pursuant to that certain Second Amended Northstrive Companies Consulting Agreement, as amended; and

• Adjournment. To approve the adjournment of the Special Meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the Special Meeting to approve one or more of the proposals.

For the matters to be voted on, you may vote “For” or “Against” or abstain from voting. If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Quorum and Required Votes

Only holders of record of shares of PMGC’s Common Stock at the close of business on January 28, 2025, the record date, are entitled to vote at the Special Meeting or any postponements or adjournments of the meeting. As of the Record Date, PMGC had 577,471 shares of Common Stock outstanding.

The presence at the meeting of 33 1/3% of the outstanding shares, in person or by proxy relating to any matter to be acted upon at the meeting, is necessary to constitute a quorum for the meeting. Each outstanding share of Common Stock is entitled to one (1) vote.

Proxies marked “Abstain” and broker “non-votes” will be treated as shares that are present for purposes of determining the presence of a quorum. An “abstention” occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. A broker non-vote occurs when a broker or other nominee who holds shares for another person does not vote on a particular proposal because that holder does not have the discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares; as a result, the broker or other nominee is unable to vote those uninstructed shares. Abstentions and broker non-votes, while included for quorum purposes, will not be counted as votes “cast” for or against any proposal.

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers. Please note that brokers may not vote your shares on the election of directors or anynon-routine matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

Recommendation of Board of Directors

Unless you instruct otherwise on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. Specifically, the Board’s recommendations are as follows:

• FORthe adoption of the Amended Articles of Incorporation to increase the authorized shares of Common Stock from 285,714,286 to 10 billion;

• FORthe approval of the issuance of 138,484 shares of Common Stock, in the aggregate, upon the exercise of the New Warrants issued to certain investors pursuant to the Warrant Inducement Agreement, including approval of the adjustment terms in the New Warrants;

• FORthe adoption of the Amended Bylaws to provide for a staggered Board comprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms;

• FORthe approval of the issuance of 3,036,437 shares of non-trading, non-convertible Series B Preferred Stock to GB Capital, an entity wholly owned by our Chief Executive Officer, Chief Financial Officer, and Director, Graydon Bensler, as a signing bonus pursuant to that certain Second Amended GB Capital Consulting Agreement, as amended;

• FORthe approval of the issuance of 3,336,437 shares of non-trading, non-convertible Series B Preferred Stock to Northstrive, an entity wholly owned by our Chairman, Braeden Lichti, as a signing bonus pursuant to that certain Second Amended Northstrive Companies Consulting Agreement, as amended; and

• FORthe approval of the adjournment of the Special Meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the Special Meeting to approve one or more of the proposals.

The proxy holders will vote as recommended by the Board with respect to any other matter that properly comes before the Special Meeting, including any postponements or adjournments thereof. If the Board on any such matter gives no recommendation, the proxy holders will vote in their own discretion.

Revocation of Proxies

After you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of PMGC either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the Special Meeting in person and request to recast your vote. Attendance at the Special Meeting will not, by itself, revoke a previously granted proxy.

Householding

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single copy of a notice and, if applicable, a proxy statement, to those security holders.

A single copy of the Notice, this Proxy Statement and proxy card will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from these stockholders. Once you have received notice from your broker, or from us, that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice and Proxy Statement, please notify your broker and also notify us by sending your written request to: PMGC Holdings Inc., 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660, Attention: Corporate Secretary, or by calling (888) 445-4886.

A stockholder who currently receives multiple copies of the Notice or Proxy Statement at its address and would like to request “householding” should also contact its broker and notify us using the contact information above.

Voting Procedures and Tabulation of Votes

Our inspector of election, a representative from Broadridge, will tabulate votes cast by proxy, in person or otherwise at the Special Meeting. We will also report the results in a Current Report on Form 8-K filed with the SEC within four (4) business days of the Special Meeting.