Billiontoone Inc.

11/10/2025 | Press release | Distributed by Public on 11/10/2025 20:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NeoTribe Ventures I, L.P.
2. Issuer Name and Ticker or Trading Symbol
BillionToOne, Inc. [BLLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1300 EL CAMINO REAL, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/07/2025 C(1) 1,177,800 A (2) 1,297,799 I See Footnote(3)
Common Stock 11/07/2025 C(1) 242,216 A (2) 242,216 I See Footnote(4)
Common Stock 11/07/2025 C(1) 2,819,490 A (2) 2,819,490 D(5)(6)
Common Stock 11/07/2025 J(7) 1,297,799 D (7) 0 I See Footnote(3)
Common Stock 11/07/2025 J(7) 242,216 D (7) 0 I See Footnote(4)
Common Stock 11/07/2025 J(7) 2,819,490 D (7) 0 D(5)(6)
Class A Common Stock 11/07/2025 J(7) 1,297,799 A (7) 1,297,799 I See Footnote(3)
Class A Common Stock 11/07/2025 J(7) 242,216 A (7) 242,216 I See Footnote(4)
Class A Common Stock 11/07/2025 J(7) 2,819,490 A (7) 2,819,490 D(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Convertible Preferred Stock (2) 11/07/2025 C 1,177,800 (2) (2) Common Stock 1,177,800 (2) 0 I See Footnote(3)
Series C Convertible Preferred Stock (2) 11/07/2025 C 242,216 (2) (2) Common Stock 242,216 (2) 0 I See Footnote(4)
Series A-1 Convertible Preferred Stock (2) 11/07/2025 C 16,746 (2) (2) Common Stock 16,746 (2) 0 D(5)(8)
Series A-3 Convertible Preferred Stock (2) 11/07/2025 C 19,985 (2) (2) Common Stock 19,985 (2) 0 I See Footnotes(5)(9)
Series A-6 Convertible Preferred Stock (2) 11/07/2025 C 2,318,482 (2) (2) Common Stock 2,318,482 (2) 0 D(5)(10)
Series B-2 Convertible Preferred Stock (2) 11/07/2025 C 320,363 (2) (2) Common Stock 320,363 (2) 0 D(5)(11)
Series C-1 Convertible Preferred Stock (2) 11/07/2025 C 143,914 (2) (2) Common Stock 143,914 (2) 0 D(5)(12)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NeoTribe Ventures I, L.P.
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
Neotribe Ignite Fund I, L.P.
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
Neotribe SPV I BTO, LLC
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
NeoTribe Associates I, L.P.
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
Neotribe Ignite Partners I, LLC
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
Neotribe Partners SPV I BTO, LLC
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X
NeoTribe Partners I, LLC
1300 EL CAMINO REAL, SUITE 100
MENLO PARK, CA 94025
X

Signatures

NeoTribe Ventures I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
Neotribe Ignite Fund I, L.P., by: Neotribe Ignite Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
Neotribe SPV I BTO, LLC, by: Neotribe Partners SPV I BTO, LLC, its managing member, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
Neotribe Ignite Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date
Neotribe Partners SPV I BTO, LLC, by: /s/ Krishna Kolluri, Managing Member 11/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-6 Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C Convertible Preferred Stock and/or Series C-1 Convertible Preferred Stock.
(2) The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering of Class A common stock (the "Offering") without payment of further consideration. The shares have no expiration date.
(3) The reported security is directly held by Neotribe Ignite Fund I, L.P. ("NTIF I"). Neotribe Ignite Partners I, LLC ("NTIP I") is the general partner of NTIF I. Krishna Kittu Kolluri ("Kolluri") is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIF I. Kolluri disclaims beneficial ownership of the shares held by NTIF I except to the extent of his pecuniary interest therein.
(4) The reported security is directly held by Neotribe SPV I BTO, LLC. ("NT SPV I"). Neotribe Partners SPV I BTO, LLC ("NTP SPV I") is the managing member of NT SPV I. Kolluri is the managing member of NTP SPV I and therefore may be deemed to have voting and dispositive power over the shares held by NT SPV I. Kolluri disclaims beneficial ownership of the shares held by NT SPV I except to the extent of his pecuniary interest therein.
(5) The reported security is directly held by NeoTribe Ventures I, L.P. ("NTV I"), for itself and as nominee for NeoTribe Associates I, L.P. ("NTA I"). NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV I and NTA I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTV I and NTA I. Kolluri disclaims beneficial ownership of the shares held by NTV I and NTA I except to the extent of his pecuniary interest therein.
(6) Consists of 2,710,286 shares held of record by NTV I for itself and 109,204 shares held of record by NTV I as nominee for NTA I.
(7) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering.
(8) Consists of 16,098 shares held of record by NTV I for itself and 648 shares held of record by NTV I as nominee for NTA I.
(9) Consists of 19,211 shares held of record by NTV I for itself and 774 shares held of record by NTV I as nominee for NTA I.
(10) Consists of 2,228,682 shares held of record by NTV I for itself and 89,800 shares held of record by NTV I as nominee for NTA I.
(11) Consists of 307,955 shares held of record by NTV I for itself and 12,408 shares held of record by NTV I as nominee for NTA I.
(12) Consists of 138,340 shares held of record by NTV I for itself and 5,574 shares held of record by NTV I as nominee for NTA I.

Remarks:
This Form 4 is one of two Form 4s filed in respect of the conversion and reclassification of the shares held of record by NTIF I, NT SPV I, and NTV I. The Reporting Person for the other Form 4 is Krishna Kittu Kolluri.
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.
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