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Get filing alertsPMGC Holdings acquires A&B Aerospace for $4.5M cash, closing May 12, 2026
Filed May 13, 2026 · Period ending May 11, 2026 · ~1 min read
Key Changes
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PMGC completed acquisition of 100% of A&B Aerospace, a California aerospace company, for $4.5M cash ($4.275M paid at close, $225K held back for litigation indemnity) plus working capital adjustments targeting $855,669.
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A&B Aerospace will continue operations at existing facility under new lease; prior president stays on under employment agreement; sellers providing 6 months transition services and subject to 3-year California non-compete.
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Sellers must indemnify PMGC for pre-closing taxes, unauthorized employee losses, and pending litigation claims. The $225K holdback specifically covers litigation exposure at the target.
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Filing includes A&B's audited financials ($4,500,000, FY 2024-2025) and unaudited 9-month results through Feb 2026, plus pro forma combined statements showing impact as if acquisition occurred Dec 31, 2025.
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Company issued press release May 13, 2026 announcing the transaction under Regulation FD fair disclosure rules.
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Summary
PMGC Holdings closed its acquisition of A&B Aerospace on May 12, 2026, paying $4.5 million in cash for the California-based aerospace company. The deal includes a $225,000 holdback to cover potential losses from pending litigation at the target, signaling some legal uncertainty. The purchase price will be adjusted post-closing based on working capital levels, with a target of $855,669.
For retail investors, this acquisition represents a material expansion of PMGC's business. The filing includes comprehensive financials for A&B Aerospace—both audited annual statements and recent unaudited results—allowing shareholders to assess what they're buying. Pro forma statements show how the combined company would have looked had the deal closed earlier, providing visibility into the financial impact.
The target's president is staying on and sellers are providing transition support, suggesting operational continuity. Watch for the post-closing working capital adjustment and resolution of the pending litigation. If the litigation holdback gets released to sellers without claims, that's a positive sign. The pro forma financials will be key to understanding whether this acquisition is accretive to earnings and how it changes PMGC's financial profile going forward.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
8-K filing appears incomplete or truncated with no substantive disclosure provided under Item 1.01.
Show 1 minor / wording change
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Item 1.01 Entry into a Material Definitive Agreement. The information set forth under
The 8-K discloses Item 1.01, which typically covers entry into a material definitive agreement, but the filing text is incomplete or truncated. The disclosure begins with 'The information set forth under' but does not continue with any substantive details about what agreement was entered into, its terms, or its business impact.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
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On May 12, 2026, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares (the “Shares”) of A&B Aerospace, Inc., a California corporation (the “Target”), pursuant to a Stock Purchase Agreement dated as of May 11, 2026 (the “Purchase Agreement”), by and between the Company, the Target, and stockholders of the Target owning the Shares
PMGC Holdings completed the acquisition of all outstanding shares of A&B Aerospace, a California corporation, on May 12, 2026. The transaction was executed under a Stock Purchase Agreement signed May 11, 2026, between the company, the target, and the selling stockholders.
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The purchase consideration for the Shares consisted of: (i) $4,500,000 in cash, of which $4,275,000 was paid to the Sellers at Closing (the “Closing Purchase Price”) and $225,000 was retained by the Company at Closing as an indemnification holdback (the “Indemnification Holdback”) as to the Litigation (as defined below); plus (ii) the Estimated Closing Cash Balance (as defined below), which the Sellers are required under Purchase Agreement to use commercially best efforts to cause to be at least $300,000 at the Closing; plus (iii) the amount, if any, by which the Estimated Net Working Capital (as defined below) is greater than the Net Working Capital Target (as defined below), less (iv) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target
The total purchase price was $4.5 million in cash, with $4.275 million paid at closing and $225,000 held back for indemnification related to pending litigation. Additional consideration includes the target's closing cash balance (targeted at minimum $300,000) and working capital adjustments against a target of $855,669. A post-closing true-up mechanism will settle final adjustments between the parties.
Event · Item 7.01 — Regulation FD Disclosure
Company issued a press release on May 13, 2026, furnished as Exhibit 99.4 under Regulation FD.
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On May 13, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.4 to this Form 8-K.
The company disclosed that it issued a press release on May 13, 2026. The actual content of the press release is provided in Exhibit 99.4, which is not included in this 8-K body text. This is a Regulation FD disclosure, meaning the company is making material information publicly available to comply with fair disclosure rules.
Event · Item 9.01 — Financial Statements and Exhibits
PMGC Holdings acquired A&B Aerospace via stock purchase agreement dated May 11, 2026; filing includes target financials and pro forma results.
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Stock Purchase Agreement dated as of May 11, 2026, by and between PMGC Holdings Inc., A&B Aerospace, Inc., and the stockholders of A&B Aerospace, Inc.
PMGC Holdings completed an acquisition of A&B Aerospace on May 11, 2026 through a stock purchase agreement with A&B's stockholders. The agreement has been filed with redacted portions and omitted schedules/exhibits. This represents a material business combination requiring disclosure of the target's historical financials and pro forma combined results.
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The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of December 31, 2025 and the Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2025 are filed herein as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).
PMGC has provided pro forma financial statements showing what the combined company's balance sheet and income statement would have looked like as of and for the year ended December 31, 2025, as if the A&B Aerospace acquisition had occurred at an earlier date. These pro forma statements help investors understand the expected financial impact of combining the two businesses.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify