ADAR1 Capital and Daniel Schneeberger Disclose 5.4% Position in BioAge (BIOA)

Rhea-AI Filing Summary

ADAR1 Capital Management, LLC and Daniel Schneeberger report shared beneficial ownership of 1,937,123 shares of BioAge Labs common stock, representing 5.4% of the 35,850,037 shares outstanding. The reported position reflects holdings attributable to ADAR1 Partners, LP (1,662,162 shares) and Spearhead Insurance Solutions IDF, LLC (274,961 shares), with voting and dispositive power held jointly by the reporting persons through their advisory and managerial roles.

The filing is submitted on Schedule 13G as a passive disclosure and includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Clear disclosure of the full beneficial ownership amount (1,937,123 shares) and percentage (5.4%)
• Passive intent certified (Schedule 13G filing and statement that holdings are not to influence control)
• Breakout of holdings between ADAR1 Partners, LP (1,662,162 shares) and Spearhead Insurance Solutions IDF, LLC (274,961 shares)

Negative

• Concentrated stake of 5.4% could attract market attention despite passive classification
• Shared voting/dispositive power means influence is held jointly, which may obscure who would act if coordination changed

Insights

Financial Analyst

TL;DR A passive investor reports a material but non-control 5.4% stake, notable for ownership concentration but not an active control move.

The 1,937,123-share position equals 5.4% of the 35.85 million shares outstanding, a level that can attract investor attention without triggering control presumptions because it is filed on Schedule 13G rather than 13D. The stake is economically split between ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, implying ADAR1 Capital Management acts as investment manager and Mr. Schneeberger has shared voting/dispositive power. For investors, this signals a significant passive investor presence that could influence market liquidity and shareholder composition but does not indicate an activist or takeover intent.

Corporate Governance Expert

TL;DR Reporting structure shows indirect beneficial ownership and a certification of passive intent, reducing immediate governance risk.

The filing clarifies managerial and advisory relationships that create indirect beneficial ownership, citing ADAR1 Capital Management's advisory role and Mr. Schneeberger's managerial position. Because the filing is a Schedule 13G and includes a statement that the shares are held in the ordinary course and not to influence control, there is no regulatory implication of an intent to change governance. However, a 5.4% holder is sufficiently large to warrant monitoring for any future shifts toward active engagement or a 13D filing if intentions change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BioAge Labs, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

09077V100

(CUSIP Number)

06/30/2025

(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. 09077V100

1

Names of Reporting Persons

ADAR1 Capital Management, LLC

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,937,123.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,937,123.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,937,123.00

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)

5.4 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Includes (i) 1,662,162 shares of common stock, par value $0.00001 per share ("Common Stock") held by ADAR1 Partners, LP and (ii) 274,961 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC as of June 30,2025. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 35,850,037 shares of Common Stock of BioAge Labs, Inc. (the "Issuer") outstanding as of June 30, 2025, reported in the Issuer's 10-Q, filed with the SEC on August 6, 2025.

SCHEDULE 13G

CUSIP No. 09077V100

1

Names of Reporting Persons

Daniel Schneeberger

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,937,123.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,937,123.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,937,123.00

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)

5.4 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes (i) 1,662,162 shares of common stock, par value $0.00001 per share ("Common Stock") held by ADAR1 Partners, LP and (ii) 274,961 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC as of June 30, 2025. As the manager of ADAR1 Capital Management, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 35,850,037 shares of Common Stock of BioAge Labs, Inc. (the "Issuer") outstanding as of June 30, 2025 reported in the Issuer's 10-Q, filed with the SEC on August 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BioAge Labs, Inc.
(b)	Address of issuer's principal executive offices: 5885 Hollis Street Suite 370 Emeryville, CA, 94608
Item 2.
(a)	Name of person filing: This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management"); and (ii) Daniel Schneeberger ("Mr. Schneeberger").
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)	Citizenship: (i) ADAR1 Capital Management is a Texas limited liability company; and (ii) Mr. Schneeberger is a citizen of Switzerland.
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 09077V100
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: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)	Percent of class: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
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 acquired and are held in the ordinary course of business and 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.

ADAR1 Capital Management, LLC

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, Manager
Date:	08/14/2025

Daniel Schneeberger

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, in his individual capacity
Date:	08/14/2025

Exhibit Information

Exhibit A: Joint Filing Agreement

FAQ

How many BioAge (BIOA) shares does ADAR1/Schneeberger report owning?

The filing reports beneficial ownership of 1,937,123 shares of BioAge common stock.

What percentage of BIOA does the 1,937,123-share position represent?

The reported position represents 5.4% of the 35,850,037 shares outstanding noted in the filing.

How are the 1,937,123 shares allocated between entities?

The shares include 1,662,162 held by ADAR1 Partners, LP and 274,961 held by Spearhead Insurance Solutions IDF, LLC.

Does this filing indicate an intent to change or influence BioAge's control?

No. The Schedule 13G includes a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Who holds voting and dispositive power over these shares?

The filing reports shared voting power and shared dispositive power totaling 1,937,123 shares for the reporting persons.