SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NeoTribe Ventures I, L.P.

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

NeoTribe Ventures I, L.P.

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Ignite Fund I, L.P.

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe SPV I BTO, LLC

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NeoTribe Associates I, L.P.

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Ignite Partners I, LLC

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Partners SPV I BTO, LLC

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NeoTribe Partners I, LLC

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

	NeoTribe Ventures I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	Neotribe Ignite Fund I, L.P., by: Neotribe Ignite Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	Neotribe SPV I BTO, LLC, by: Neotribe Partners SPV I BTO, LLC, its managing member, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	Neotribe Ignite Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	Neotribe Partners SPV I BTO, LLC, by: /s/ Krishna Kolluri, Managing Member	11/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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