BillionToOne Inc-A美股招股说明书(2025-11-06版)

4,551,100 shares ClassA common stock This is an initial public offering of shares of ClassA common stock of BillionToOne, Inc. We are offering 4,551,100shares of our ClassAcommon stock to be sold in this offering. The initial public offering price is $60.00 per share. Prior to this offering, there has been no public market for our common stock. Our ClassA common stock has been approved for listing onthe Nasdaq Global Select Marketunder the symbol “BLLN.” Following this offering, we will have two series of common stock: ClassA common stock and ClassB common stock. The rights of theholders of ClassA common stock and ClassB common stock are identical, except with respect to voting, conversion and transfer rights.Each share of ClassA common stock is entitled to one vote per share. Each share of ClassB common stock is entitled to 15votes pershare and is convertible at any time into one share of ClassA common stock. See the section titled “Description of capital stock.” OguzhanAtay, our Chief Executive Officer andCo-Founder,and David Tsao, our Chief Technology Officer andCo-Founder,will beneficially own100% of our outstanding ClassB common stock and, as a result, will together beneficially own approximately 63.9% of the voting power ofour outstanding capital stock immediately following this offering, assuming no exercise of the underwriters’ option to purchase additionalshares of ClassA common stock. As a result, following this offering, ourCo-Founders,together, may have significant influence over theoutcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change ofcontrol transaction. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements. See the section titled “Prospectus summary—Implications of being an emerging growthcompany.” At our request, the underwriters have reserved up to 5% of the shares of ClassA common stock being offered by this prospectus for sale,at the initial public offering price, to our officers, directors, employees and certain individuals and entities identified by our managementteam through a directed share program. See the section titled “Underwriting – Directed share program.” We have granted the underwriters an option for a period of 30 days to purchase up to 682,665 additional shares of ClassA common stock. Investing in our ClassA common stock involves a high degree of risk. See “Risk factors” beginning on page22. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved ofthese securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares to purchasers on or about November7, 2025. J.P.MorganStifelNovember 5, 2025 Jefferies Wells Fargo Securities Table of Contents Table of contents PageLetter from ourco-founderand CEOiGlossaryvProspectus summary2Risk factors22Special note regarding forward-looking statements80Market, industry and other data82Use of proceeds83Dividend policy84Capitalization85Dilution87Management’s discussion and analysis of financial condition and results of operations91Business129Management196Executive compensation203Certain relationships and related party transactions214Principal stockholders219Description of capital stock222Shares eligible for future sale229Material U.S. federal income tax consequences tonon-U.S.holders of our ClassA common stock232Underwriting237Legal matters251Experts251Where you can find additional information251Index to financial statementsF-1 Through and including November30, 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions inthese securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to thedealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions. We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Wetake no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Thisprospectus is an offer to sell only the shares of ClassA common stock offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of itsdate, regardless of its time of delivery or any sale of shares of our ClassA common stock. Our business, financial condition, results ofoperations and prospects may have changed