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01/20/2026 | Press release | Distributed by Public on 01/20/2026 18:26

Initial Statement of Beneficial Ownership (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

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Humming Bird Ventures Management NV

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

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

(Last)

(First)

(Middle)

SQUARE VICTORIA REGAIN 1

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

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

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

(Street)

SINT-JOOST-TEN-NODE, C9 1210

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 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⁾	179,999	I	See footnotes⁽²⁾⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	640,727	⁽³⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Series B-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	18,845	⁽³⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,569,015	⁽³⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	446,103	⁽³⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	20,000	⁽³⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	33,000	⁽³⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series B-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	2,261,377	⁽³⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	137,288	⁽³⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series A-6 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	2,260,520	⁽³⁾	I	See footnotes⁽⁷⁾⁽⁸⁾
Series B-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	320,363	⁽³⁾	I	See footnotes⁽⁷⁾⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Humming Bird Ventures Management NV SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Hummingbird Opportunity Fund II CommV SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Hummingbird Ventures III CommV SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Hummingbird Dragons CommV SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Hummingbird Collective CommV SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
HB&Q NV (HB&Q COMPARTMENT III) SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Van den Brande Barend SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X
Decoster Lukas SQUARE VICTORIA REGAIN 1 SINT-JOOST-TEN-NODE, C9 1210		X

Signatures

Hummingbird Ventures Management NV /s/ Lukas Decoster 49/9 CommV, represented by its permanent representative Lukas Decoster, Director		01/20/2026
^**Signature of Reporting Person		Date
/s/ Barend Van den Brande		01/20/2026
^**Signature of Reporting Person		Date
/s/ Lukas Decoster		01/20/2026
^**Signature of Reporting Person		Date
Hummingbird Opportunity Fund II CommV /s/ Firat Ileri By: Hummingbird Ventures Management NV, its Manager By: Firat Ileri, Permanent Representative		01/20/2026
^**Signature of Reporting Person		Date
Hummingbird Ventures III CommV /s/ Firat Ileri By: Hummingbird Ventures Management NV, its Manager By: Firat Ileri, Permanent Representative		01/20/2026
^**Signature of Reporting Person		Date
Hummingbird Dragons CommV /s/ Firat Ileri By: Hummingbird Ventures Management NV, its Manager By: Firat Ileri, Permanent Representative		01/20/2026
^**Signature of Reporting Person		Date
Hummingbird Collective CommV /s/ Firat Ileri By: Hummingbird Ventures Management NV, its Manager By: Firat Ileri, Permanent Representative		01/20/2026
^**Signature of Reporting Person		Date
HB&Q NV /s/ Firat Ileri By: Hummingbird Ventures Management NV, its Manager By: Firat Ileri, Permanent Representative		01/20/2026
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 Hummingbird Opportunity Fund II CommV.
(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 HB&Q NV (HB&Q COMPARTMENT III).
(5)	The reported security is directly held by Hummingbird Collective CommV.
(6)	The reported security is directly held by Hummingbird Dragons CommV.
(7)	The reported security is directly held by Hummingbird Ventures III CommV.
(8)	Humming Bird Ventures Management NV is the managing member of Hummingbird Opportunity Fund II CommV, Hummingbird Ventures III CommV, Hummingbird Dragons CommV, Hummingbird Collective CommV, and HB&Q NV (HB&Q COMPARTMENT III) (the "Hummingbird Funds") and, as a result, may be deemed to beneficially own shares held by the Hummingbird Funds. Firat Ileri, Barend Van den Brande, and Lukas Decoster are partners of Hummingbird Ventures Management NV and may be deemed to have shared voting and investment power over the shares held by the Hummingbird Funds. The Reporting Persons disclaim beneficial ownership of these shares except to the extent of their pecuniary interests therein.

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.

Billiontoone Inc. published this content on January 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 21, 2026 at 00:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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