September 23, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Jimmy McNamara |
| Re: | BioAge Labs, Inc. (the “Registrant”) |
| Registration Statement on Form S-1 (File No. 333-281901) |
| Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between September 18, 2024 and the date hereof, approximately 1,808 copies of the Preliminary Prospectus, dated September 18, 2024, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as amended.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, September 25, 2024 or as soon thereafter as practicable.
[signature page follows]
| Very truly yours, | ||
| GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC JEFFERIES LLC CITIGROUP GLOBAL MARKETS INC. As representatives of the Underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: /s/ Lyla Bibi Maduri | ||
| Name: Lyla Bibi Maduri | ||
| Title: Managing Director | ||
| MORGAN STANLEY & CO. LLC | ||
| By: /s/ Kalli Dirks | ||
| Name: Kalli Dirks | ||
| Title: Managing Director | ||
| JEFFERIES LLC | ||
| By: /s/ Ashley Delp Walker | ||
| Name: Ashley Delp Walker | ||
| Title: Managing Director | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: /s/ Jason Jun | ||
| Name: Jason Jun | ||
| Title: Managing Director | ||
[Signature Page to Acceleration Request Letter]