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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BillionToOne, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
090168105 (CUSIP Number) |
11/07/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
NeoTribe Ventures I, L.P. ("NTV I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,710,286.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: NeoTribe Partners I, LLC ("NTP I"), the general partner of NTV I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTP I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Class A Common Stock, par value $0.00001 per share ("Common Stock") outstanding as of December 5, 2025, as set forth in the quarterly report on Form 10-Q of BillionToOne, Inc. (the "Issuer") for the quarter ended September 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on December 10, 2025 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
NeoTribe Associates I, L.P. ("NTA I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: All shares are held of record by NTV I as nominee for NTA I. NTP I, the general partner of NTA I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTP I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
NeoTribe Partners I, LLC ("NTP I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,490.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 and 7: 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. NTP I, the general partner of NTV I and NTA I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTP I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
Neotribe Ignite Fund I, L.P. ("NTIF I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,297,799.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Neotribe Ignite Partners I, LLC ("NTIP I"), the general partner of NTIF I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTIP I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
Neotribe Ignite Partners I, LLC ("NTIP I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,297,799.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Shares held of record by NTIF I. NTIP I, the general partner of NTIF I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTIF I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
Neotribe SPV I BTO, LLC ("NT SPV I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
242,216.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Neotribe Partners SPV I BTO, LLC ("NTP SPV I"), the managing member of NT SPV I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NTP SPV I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
Neotribe Partners SPV I BTO, LLC ("NTP SPV I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
242,216.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row 5: Shares held of record by NT SPV I. NTP SPV I, the managing member of NT SPV I, may be deemed to have sole voting and dispositive power over these shares, and Kolluri, the managing member of NT SPV I, may be deemed to have sole voting and dispositive power over these shares.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 090168105 |
| 1 | Names of Reporting Persons
Krishna Kittu Kolluri ("Kolluri") | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,359,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Consists of 2,710,286 shares held of record by NTV I for itself, 109,204 shares held of record by NTV I as nominee for NTA I, 1,297,799 shares held of record by NTIF I and 242,216 shares held of record by NT SPV I. NTP I, the general partner of NTV I and NTA I, may be deemed to have sole voting and dispositive power over the shares held of record by NTV I for itself and as nominee for NTA I. NTIP I, the general partner of NTIF I, may be deemed to have sole voting and dispositive power over the shares held of record by NTIF I. NTP SPV I, the managing member of NT SPV I, may be deemed to have sole voting and dispositive power over the shares held of record by NT SPV I. Kolluri, a director of the Issuer and the managing member of NTP I, NTIP I and NTP SPV I may be deemed to have sole voting and dispositive power over the shares held of record by NTV I for itself and as nominee for NTA I, NTIF I and NT SPV I, respectively.
Note to Row 6: See response to Row 5.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 41,216,110 shares of Common Stock outstanding as of December 5, 2025, as set forth in the Form 10-Q.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
BillionToOne, Inc. | |
| (b) | Address of issuer's principal executive offices:
1035 O'Brien Drive, Menlo Park, CA 94025 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by NeoTribe Ventures I, L.P. ("NTV I"), NeoTribe Associates I, L.P. ("NTA I"), NeoTribe Partners I, LLC ("NTP I"), Neotribe Ignite Fund I, L.P. ("NTIF I"), Neotribe Ignite Partners I, LLC ("NTIP I"), Neotribe SPV I BTO, LLC ("NT SPV I"), Neotribe Partners SPV I BTO, LLC ("NTP SPV I") and Krishna Kolluri ("Kolluri"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o NeoTribe Management Company, LLC
1300 El Camino Real, Suite 100
Menlo Park, CA 94025 | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
090168105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of NTV I, NTA I and NTIF I, and the limited liability company agreement of NTP I, NTIP I, NT SPV I and NTP SPV I, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A: Joint Filing Agreement |