BillionToOne Inc-A 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ BillionToOne, Inc. (Exact name of registrant as specified in its charter)___________________________________ Delaware81-1082020 (State or other jurisdiction of incorporation or organization) 1035 O'Brien DriveMenlo Park, CA (Address of Principal Executive Offices)(Zip Code) (650) 460-2551 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on which Registered Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarterand therefore cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The Registrant’s Class A common stock began trading on the Nasdaq Global Select Market onNovember6, 2025. As of March6, 2026, there were 41,413,162 shares of Class A common stock and 4,552,650 shares of Class B commonstock, each with a par value of $0.00001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement, or the 2026 Proxy Statement, relating to its annual meeting ofstockholders to be held in 2026, or the 2026 Annual Meeting, to be filed with the Securities and Exchange Commission, orthe SEC, within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, areincorporated herein by reference where indicated. Except with respect to information specifically incorporated by referencein this Annual Report on Form 10-K, such proxy statement is not deemed to be a part hereof. TABLE OF CONTENTS Part IItem 1.Business5Item 1A.Risk Factors38Item 1B.Unresolved Staff Comments87Item 1C.Cybersecurity87Item 2.Properties88Item 3.Legal Proceedings89Item 4.Mine Safety Disclosures89Part IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities90Item 6.Reserved92Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations93Item 7A.Quantitative and Qualitative Disclosures about Market Risk110Item 8.Financial Statements and Supplementary Data112Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure19Item 9A.Controls and Procedures19Item 9B.Other Information20Item 9C.Disclosure Re