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Billiontoone Inc.

11/05/2025 | Press release | Distributed by Public on 11/05/2025 20:30

Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bremner Thomas S

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2025

3. Issuer Name and Ticker or Trading Symbol
BillionToOne, Inc. [BLLN]

(Last)

(First)

(Middle)

1 NORTH WACKER DRIVE, SUITE 2200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

CHICAGO, IL 60606-2807

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,352	⁽¹⁾	I	See footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	114,117	⁽¹⁾	I	See footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,747	⁽¹⁾	I	See footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,224	⁽¹⁾	I	See footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	121,688	⁽¹⁾	I	See footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,858	⁽¹⁾	I	See footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,165	⁽¹⁾	I	See footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,562	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	131,888	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,355	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	23,466	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,864	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	157,404	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	23,100	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	87,550	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	652	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	55,091	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	8,084	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	176,245	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,988	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	505,570	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	74,195	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	89,599	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,078	⁽¹⁾	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	91,003	⁽¹⁾	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,355	⁽¹⁾	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	122,072	⁽¹⁾	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bremner Thomas S 1 NORTH WACKER DRIVE, SUITE 2200 CHICAGO, IL 60606-2807	X

Signatures

/s/ Thomas P. Lynch, Attorney-in-Fact		11/05/2025
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported security is convertible into the Issuer's Common Stock on a one-for-one basis at any time at the holder's election and shall automatically convert into Class A common stock immediately prior to the closing of the Issuer's initial public offering of Class A common stock without payment of further consideration. The shares have no expiration date.
(2)	The reported security is directly held by Adams Street 2019 Direct Growth Equity Fund LP.
(3)	The reported security is directly held by Adams Street 2020 Direct Growth Equity Fund LP.
(4)	The reported security is directly held by Adams Street 2021 Direct Growth Equity Fund LP.
(5)	The reported security is directly held by Adams Street 2022 Direct Growth Equity Fund LP.
(6)	The reported security is directly held by Adams Street Private Equity Navigator Fund LLC (f/k/a Adams Street Global Private Markets Fund LP).
(7)	The reported security is directly held by Adams Street Growth Equity Fund VII LP.
(8)	The reported security is directly held by FCPR GF-Lumyna Private Equity World Fund.
(9)	Adams Street Partners, LLC is the managing member of the general partner of each of Adams Street 2019 Direct Growth Equity Fund LP, Adams Street 2020 Direct Growth Equity Fund LP, Adams Street 2021 Direct Growth Equity Fund LP, Adams Street 2022 Direct Growth Equity Fund LP, Adams Street Growth Equity Fund VII LP, and Adams Street Private Equity Navigator Fund LLC (f/k/a Adams Street Global Private Markets Fund LP) (collectively, the U.S. Funds) and, as a result, may be deemed to beneficially own the shares held by the U.S. Funds. Furthermore, Adams Street Partners, LLC, is the Sous-Delegataire Financier of the Delegataire Financier of the management company of FCPR GF-Lumyna Private Equity World Fund (Lumyna and together with the U.S. Funds, the Funds) and, as a result,
(10)	(Continued from footnote 9) may be deemed to beneficially own the shares held by Lumyna. Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting, investment and dispositive power over the shares held by the Funds. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks: Exhibit 24 - Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Billiontoone Inc. published this content on November 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 06, 2025 at 02:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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