BillionToOne, Inc.BLLN
BillionToOne, Inc. Fair Value Disclosure
Fair Value Measurements
The fair value measurements of assets and liabilities that are measured at fair value on a recurring basis consisted of the following as of December 31, 2025 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Money market funds | $ | 359,813 | $ | - | $ | - | $ | 359,813 | |||||||||||||||
| Total assets | $ | 359,813 | $ | - | $ | - | $ | 359,813 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Common stock warrants | $ | - | $ | 9,282 | $ | - | $ | 9,282 | |||||||||||||||
| Term loan | - | - | 57,226 | 57,226 | |||||||||||||||||||
| Total liabilities | $ | - | $ | 9,282 | $ | 57,226 | $ | 66,508 | |||||||||||||||
The fair value measurements of assets and liabilities that are measured at fair value on a recurring basis consisted of the following as of December 31, 2024 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Money market funds | $ | 7,538 | $ | - | $ | - | $ | 7,538 | |||||||||||||||
| Total assets | $ | 7,538 | $ | - | $ | - | $ | 7,538 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Redeemable convertible preferred stock warrants | $ | - | $ | - | $ | 230 | $ | 230 | |||||||||||||||
| Common stock warrants | - | - | 2,533 | 2,533 | |||||||||||||||||||
| Term loan | - | - | 51,481 | 51,481 | |||||||||||||||||||
| Total liabilities | $ | - | $ | - | $ | 54,244 | $ | 54,244 | |||||||||||||||
As of December 31, 2025, Level 3 instruments consist of the Company’s term loan due to the lack of relevant observable market data for the respective fair value inputs of the instrument.
As of December 31, 2024, Level 3 instruments consist of the Company’s common stock warrant liabilities, redeemable convertible preferred stock warrant liabilities and term loan due to the lack of relevant observable market data for the respective fair value inputs for each instrument.
In August 2024, the Company entered into a term loan agreement which the Company elected to account for using the fair value option. As such, the fair value of the debt is calculated by using the probability weighting of the present value of settlement scenarios (See Note 10).
The significant assumptions used in preparing the income approach model for valuing the term loan as of December 31, 2025 and 2024 are as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Discount rate | 7.10 | % | 9.37 | % | |||||||
| Annual interest rate | 8.00 | % | 8.00 | % | |||||||
| Expected term (years) – Scenario 1 | 4.25 | 5.32 | |||||||||
| Expected term (years) – Scenario 2 | 5.60 | 6.69 | |||||||||
The fair values of the common stock warrant and redeemable convertible preferred stock warrant are measured using a probability weighted option pricing model.
The significant assumptions used in preparing the option pricing model for valuing the common stock warrant liability as of December 31, 2025, 2024 and 2023 is as follows:
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock price | $ | 81.84 | $ | 20.32 | $ | 13.41 | |||||||||||
| Exercise price | $2.80 - $10.92 | $2.80 – $10.92 | $2.80 – $10.92 | ||||||||||||||
| Volatility | 53.5 | % | 84.0 | % | 60.0 | % | |||||||||||
| Expected term (years) | 0.3 | 2.30 | 1.5 | ||||||||||||||
| Risk-free rate | 3.63 | % | 4.14 | % | 4.50 | % | |||||||||||
| Dividend yield | - | % | - | % | - | % | |||||||||||
The redeemable convertible preferred stock warrant liability was reclassified to equity upon the exercise of the underlying warrants; as such, the redeemable convertible preferred stock warrant liability fair value was determined as of the date of exercise, on November 14, 2025 (see Note 10). The fair value of the warrants on the date of exercise is equal to the intrinsic value, as the expected term is reduced to zero. The intrinsic value
was determined based on the closing price of the Company’s Class A common stock on the date of exercise of $90.00, less the exercise price of $2.59.
The significant assumptions used in preparing the option pricing model for valuing the redeemable convertible preferred stock warrant liability as of December 31, 2024 and 2023, respectively, are as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Stock price | $ | 25.83 | $ | 17.45 | |||||||
| Exercise price | $ | 2.59 | $ | 2.59 | |||||||
| Volatility | 84.0 | % | 60.0 | % | |||||||
| Expected term (years) | 2.3 | 1.5 | |||||||||
| Risk-free rate | 4.14 | % | 4.50 | % | |||||||
| Dividend yield | - | % | - | % | |||||||
The fair value of the convertible notes is measured based on the present value of the notes based on the fair market yield to maturity and an estimate of the probability of the notes’ conversion features. The fair market yield was estimated based on publicly traded debt securities with similar maturities and risk. During the year ended December 31, 2024, the Company settled the convertible notes through the issuance of Series C-1 redeemable convertible preferred stock to the noteholders (See Note 9).
The significant assumptions used in preparing the discounted cash flow for valuing the convertible notes as of immediately prior to the conversion date of May 15, 2024, are as follows:
| May 15, 2024 | |||||
| Principal outstanding (in $’000s) | 30,000 | ||||
| Expected term (years) | - | ||||
| Risk-free rate | 5.46 | % | |||
| Interest rate | 8.00 | % | |||
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):
Common Stock Warrants | Redeemable Convertible Preferred Stock Warrants | Convertible Notes | Term Loan | ||||||||||||||||||||
| Balance at January 1, 2024 | $ | 1,653 | $ | 146 | $ | 47,686 | $ | - | |||||||||||||||
| Additions | - | - | - | 50,000 | |||||||||||||||||||
| Adjustment to fair value | 880 | 84 | 835 | 1,481 | |||||||||||||||||||
| Gain on extinguishment | - | - | (8,635) | - | |||||||||||||||||||
| Settlements | - | - | (39,886) | - | |||||||||||||||||||
| Balance at December 31, 2024 | 2,533 | 230 | - | 51,481 | |||||||||||||||||||
| Adjustment to fair value | - | - | - | 5,745 | |||||||||||||||||||
| Transfers from Level 3 to Level 2 | (2,533) | (230) | - | - | |||||||||||||||||||
| Balance at December 31, 2025 | $ | - | $ | - | $ | - | $ | 57,226 | |||||||||||||||
For the years ended December 31, 2025, 2024 and 2023, the Company recognized losses related to the change in the fair value of the common stock warrant liability and redeemable convertible preferred stock warrant liability in other expense, net in the statements of operations and comprehensive income (loss).
The common stock warrant liability is recorded within common stock warrant liability on the balance sheet as of December 31, 2025. The common stock warrant liability and redeemable convertible preferred stock warrant liability are recorded within other non-current liabilities on the balance sheets as of December 31, 2024. The term loan is recorded within long-term debt on the balance sheets as of December 31, 2025 and 2024.
For the years ended December 31, 2024 and 2023, the Company recognized losses related to the change in the fair value of convertible notes in change in fair value of convertible notes in the statements of operations and comprehensive income (loss). During the year ended December 31, 2024, the convertible notes were settled in Series C-1 Redeemable Convertible Preferred Stock, which was accounted for as a debt extinguishment as the settlement was not pursuant to the original conversion terms. The Company recorded a gain on extinguishment in net gain on extinguishment of debt in the statements of operations and comprehensive income (loss) upon the conversion date (See Note 9).
For the year ended December 31, 2025, the Company recognized losses related to the change in the fair value of the term loan as follows: (i) the portion attributable to instrument-specific credit risk was recognized in other comprehensive loss, and (ii) the remaining portion was recognized in earnings within change in fair value of term loan in the statements of operations and comprehensive income (loss). Amounts recognized in other comprehensive loss are accumulated in accumulated other comprehensive loss and are not reclassified to earnings in subsequent periods. For the year ended December 31, 2024, the Company recognized losses related to the change in fair value of the term loan in change in fair value of term loan in the statements of operations and comprehensive income (loss).
The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in circumstances that caused the transfers.
During the year ended December 31, 2025, the Company transferred its common stock warrant liability and redeemable convertible preferred stock warrant from Level 3 to Level 2 of the fair value hierarchy upon the completion of its IPO, as observable market data for the Company’s publicly traded Class A common stock became available for the valuation. As a result, unobservable inputs previously used in the valuation were observable.
During the year ended December 31, 2024, the Company had no transfers of financial assets or liabilities between different levels of the fair value hierarchy.
Free Sentinel
Track for freeWant the next BillionToOne, Inc. fair value disclosure the moment it drops?
Set a Sentinel and we'll alert you the moment BillionToOne, Inc.'s next filing hits EDGAR. No credit card, your email never gets sold.
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.