Hummingbird funds disclose BillionToOne (BLLN) pre-IPO ownership stake
Rhea-AI Filing Summary
BillionToOne, Inc. filed an initial ownership report showing that several Hummingbird investment vehicles are 10% owners as of 11/05/2025. The filing reports indirect beneficial ownership of 179,999 shares of Common Stock and multiple series of convertible preferred stock, all held through Hummingbird funds. These preferred shares are convertible into Common Stock on a one-for-one basis and will automatically convert into Class A common stock immediately prior to the company’s initial public offering without additional payment. Humming Bird Ventures Management NV is the managing member of the Hummingbird funds and, along with certain partners, may be deemed to share voting and investment power, while the reporting persons disclaim beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series B-2 Convertible Preferred Stock | -- | -- | -- |
| holding | Series B-1 Convertible Preferred Stock | -- | -- | -- |
| holding | Series C Convertible Preferred Stock | -- | -- | -- |
| holding | Series D Convertible Preferred Stock | -- | -- | -- |
| holding | Series A-1 Convertible Preferred Stock | -- | -- | -- |
| holding | Series A-2 Convertible Preferred Stock | -- | -- | -- |
| holding | Series B-1 Convertible Preferred Stock | -- | -- | -- |
| holding | Series C Convertible Preferred Stock | -- | -- | -- |
| holding | Series A-6 Convertible Preferred Stock | -- | -- | -- |
| holding | Series B-2 Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. The reported security is directly held by Hummingbird Opportunity Fund II CommV. 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. The reported security is directly held by HB&Q NV (HB&Q COMPARTMENT III). The reported security is directly held by Hummingbird Collective CommV. The reported security is directly held by Hummingbird Dragons CommV. The reported security is directly held by Hummingbird Ventures III CommV. 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.
FAQ
What did BillionToOne (BLLN) disclose in this Form 3?
BillionToOne, Inc. disclosed initial beneficial ownership positions for several Hummingbird investment entities that are 10% owners, detailing their indirect holdings of Common Stock and multiple series of convertible preferred stock.
Which Hummingbird entities are reported as 10% owners of BillionToOne (BLLN)?
The filing lists Humming Bird Ventures Management NV, Hummingbird Opportunity Fund II CommV, Hummingbird Ventures III CommV, Hummingbird Dragons CommV, Hummingbird Collective CommV, and HB&Q NV (HB&Q COMPARTMENT III) as 10% owners.
Did this BillionToOne Form 3 show any insider buying or selling?
No. The entries are classified as holdings, indicating positions as of 11/05/2025, rather than new purchases or sales.
What role does Humming Bird Ventures Management NV play in these BillionToOne holdings?
Humming Bird Ventures Management NV is the managing member of the Hummingbird funds that directly hold the securities and may be deemed to beneficially own those shares, while the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.