SEC FORM 3

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SEC 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

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1. Name and Address of Reporting Person^*

KOLLURI KRISHNA KITTU

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Common Stock⁽¹⁾	119,999	I	See footnotes⁽²⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,177,800	⁽³⁾	I	See footnotes⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	242,216	⁽³⁾	I	See footnotes⁽⁴⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	16,746⁽⁵⁾	⁽³⁾	I	See footnotes⁽⁶⁾
Series A-3 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	19,985⁽⁷⁾	⁽³⁾	I	See footnotes⁽⁶⁾
Series A-6 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	2,318,482⁽⁸⁾	⁽³⁾	I	See footnotes⁽⁶⁾
Series B-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	320,363⁽⁹⁾	⁽³⁾	I	See footnotes⁽⁶⁾
Series C-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	143,914⁽¹⁰⁾	⁽³⁾	I	See footnotes⁽⁶⁾

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "Offering"), each share of Common Stock shall be reclassified into one share of Class A common stock.

2. 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.

3. 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 Offering without payment of further consideration. The shares have no expiration date.

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. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 3 is one of two Form 3s filed on the date hereof in respect of these shares. The Reporting Person for the other Form 3 is NeoTribe Ventures I, L.P. Exhibit 24 - Power of Attorney

	/s/ Thomas P. Lynch, Attorney-in-Fact	11/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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