SEC FORM 4

SEC FORM 4SEC 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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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

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

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

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)
Class A Common Stock	06/09/2026		J⁽¹⁾		129,780	D	$0	1,038,239	I	See Footnote⁽²⁾
Class A Common Stock	06/09/2026		J⁽³⁾		7,980	A	$0	7,980	I	See Footnote⁽⁴⁾
Class A Common Stock	06/09/2026		J⁽⁵⁾		7,980	D	$0	0	I	See Footnote⁽⁴⁾
Class A Common Stock	06/09/2026		J⁽⁶⁾		24,222	D	$0	193,772	I	See Footnote⁽⁷⁾
Class A Common Stock	06/09/2026		J⁽⁸⁾		1,425	A	$0	1,425	I	See Footnote⁽⁹⁾
Class A Common Stock	06/09/2026		J⁽¹⁰⁾		1,425	D	$0	0	I	See Footnote⁽⁹⁾
Class A Common Stock	06/09/2026		J⁽¹¹⁾		271,028	D	$0	2,168,230	D⁽¹²⁾
Class A Common Stock	06/09/2026		J⁽¹³⁾		5,423	A	$0	5,423	I	See Footnote⁽¹⁴⁾
Class A Common Stock	06/09/2026		J⁽¹⁵⁾		5,423	D	$0	0	I	See Footnote⁽¹⁴⁾
Class A Common Stock	06/09/2026		J⁽¹⁶⁾		10,921	D	$0	87,362	D⁽¹⁷⁾

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)

1. Name and Address of Reporting Person^*

NeoTribe Ventures I, L.P.

(Last)

(First)

(Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

CALIFORNIA

94025

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by Neotribe Ignite Fund I, L.P. ("NTIF I") to its partners, for no additional consideration.

2. The reported security is directly held by 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 shares were obtained pursuant to a pro-rata, in-kind distribution from NTIF I, for no additional consideration.

4. The reported security is directly held by NTIP I. Kolluri is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIP I. Kolluri disclaims beneficial ownership of the shares held by NTIP I except to the extent of his pecuniary interest therein.

5. Represents a pro-rata, in-kind distribution by NTIP I to its members and assignees, for no additional consideration.

6. Represents a pro-rata, in-kind distribution by Neotribe SPV I BTO, LLC ("NT SPV I") to its members, for no additional consideration.

7. The reported security is directly held by 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.

8. The shares were obtained pursuant to a pro-rata, in-kind distribution from NT SPV I, for no additional consideration.

9. The reported security is directly held by NTP 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 NTP SPV I. Kolluri disclaims beneficial ownership of the shares held by NTP SPV I except to the extent of his pecuniary interest therein.

10. Represents a pro-rata, in-kind distribution by NTP SPV I to its members and assignees, for no additional consideration.

11. Represents a pro-rata, in-kind distribution by NeoTribe Ventures I, L.P. ("NTV I") to its partners, for no additional consideration.

12. The reported security is directly held by NTV I, for itself. NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV 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. Kolluri disclaims beneficial ownership of the shares held by NTV I except to the extent of his pecuniary interest therein.

13. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTV I, for no additional consideration.

14. The reported security is directly held by NTP I. Kolluri is the managing member of NTP I and therefore may be deemed to have voting and dispositive power over the shares held by NTP I. Kolluri disclaims beneficial ownership of the shares held by NTP I except to the extent of his pecuniary interest therein.

15. Represents a pro-rata, in-kind distribution by NTP I to its members and assignees, for no additional consideration.

16. Represents a pro-rata, in-kind distribution by NeoTribe Associates I, L.P. ("NTA I") to its partners, for no additional consideration.

17. The reported security is directly held by NTV I, as nominee for NTA I. NTP I is the general partner of 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 NTA I. Kolluri disclaims beneficial ownership of the shares held by NTA I except to the extent of his pecuniary interest therein.

Remarks:

This Form 4 is one of two Form 4s filed in respect of the distribution of these shares held of record by NTIF I, NT SPV I, NTV I and NTA 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	06/11/2026
	NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Ignite Fund I, L.P., by: Neotribe Ignite Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe SPV I BTO, LLC, by: Neotribe Partners SPV I BTO, LLC, its managing member, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Ignite Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Partners SPV I BTO, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Large owner Neotribe Ventures I, L.P. acquired 14,828 shares and disposed of 450,779 shares (SEC Form 4)