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3//SEC Filing

Hummingbird Dragons CommV 3

Accession 0001104659-26-005171

CIK 0002070849other
View on SEC.govCompany Profile

Filed

Jan 19, 7:00 PM ET

Accepted

Jan 20, 7:25 PM ET

Size

31.5 KB

Accession

0001104659-26-005171

Insider Transaction Report

Form 3
Period: 2025-11-05
BillionToOne, Inc.BLLN
Humming Bird Ventures Management NV
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Hummingbird Opportunity Fund II CommV
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Hummingbird Ventures III CommV
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Hummingbird Dragons CommV
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Hummingbird Collective CommV
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
HB&Q NV (HB&Q COMPARTMENT III)
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Van den Brande Barend
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Decoster Lukas
10% Owner
Holdings

  • Common Stock

    [F1][F2][F8]
    (indirect: See footnotes)
    179,999

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F4][F8]
    (indirect: See footnotes)
    → Common Stock (640,727 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F5][F8]
    (indirect: See footnotes)
    → Common Stock (18,845 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (1,569,015 underlying)

  • Series D Convertible Preferred Stock

    [F3][F1][F6][F8]
    (indirect: See footnotes)
    → Common Stock (446,103 underlying)

  • Series A-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (20,000 underlying)

  • Series A-2 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (33,000 underlying)

  • Series B-1 Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (2,261,377 underlying)

  • Series C Convertible Preferred Stock

    [F3][F1][F2][F8]
    (indirect: See footnotes)
    → Common Stock (137,288 underlying)

  • Series A-6 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (2,260,520 underlying)

  • Series B-2 Convertible Preferred Stock

    [F3][F1][F7][F8]
    (indirect: See footnotes)
    → Common Stock (320,363 underlying)
Footnotes (8)
  • [F1]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.
  • [F2]The reported security is directly held by Hummingbird Opportunity Fund II CommV.
  • [F3]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.
  • [F4]The reported security is directly held by HB&Q NV (HB&Q COMPARTMENT III).
  • [F5]The reported security is directly held by Hummingbird Collective CommV.
  • [F6]The reported security is directly held by Hummingbird Dragons CommV.
  • [F7]The reported security is directly held by Hummingbird Ventures III CommV.
  • [F8]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.

Documents

1 file

Issuer

BillionToOne, Inc.

CIK 0002070849

→
Entity typeother
IncorporatedBelgium

Related Parties

1
  • filerCIK 0002099040

Filing Metadata

Form type
3
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 7:25 PM ET
Size
31.5 KB
View on SEC.gov