BillionToOne, Inc. [BLLN] · Equity Underwriting Memo

Criteria & Valuation

BillionToOne [BLLN] — Criteria & Two-Horizon Valuation

Phase Space Research · 2026-07-29 · Framework: Criteria (references/criteria.md, 2026-07-29), superseding the gate framework v1.4.2 · Archetype: INFLECTION

This document supersedes the six-gate block in 03_Trade_Construction.md and the Gate 4 expected-return table in 02_Valuation_Analysis.md. The company research, payor-conversion analysis, ASP work, mention-frequency series and correlation matrix in those files stand unchanged.

There is no position verdict in this document. The previous manifest carried investment_decision: "Watchlist" with binding_gate: "2_variant_vs_consensus"; both fields are retired.


0. What moved, and why — this is the largest reversal in the batch

Old (2026-07-28) New (2026-07-29) Cause
Binding gate Gate 2 — variant vs consensus, FAIL Gate 2 is DISSOLVED criteria.md: "Path B is dissolved rather than renamed." No variant versus consensus is required.
Gate 4 FAIL — E[R] +0.64% vs a 4.7% cash hurdle, short by 4.06pp Valuation Criteria: PASS — margin +53.1pp Cash hurdle retired; implied-path test substituted
TTM revenue (not used — FY2026E guidance basis) $354.537m Computed from the filings
Position verdict "Watchlist" none The memo outputs an analysis
Momentum Gate 6 "PASS — with the tape" Momentum Criteria: 12-1 INDETERMINATE (insufficient history) INDETERMINATE is not FAIL
12-month target $136.01 (+1.8%) $152 (+13.8%), band $132–$181 Anchored on the name's own multiple history, not on a scenario weighting

BLLN was the closest miss in the entire prior record — rejected on a 4.06pp shortfall against a cash hurdle that no longer exists, with a binding gate that no longer exists either. Under the current framework both BINDING Criteria pass.


1. Data hygiene — the automated scan was wrong by 4.1x, and it mattered enormously

1.1 Share count

Shares used: 45,995,48441,442,834 Class A + 4,552,650 Class B, cover page of the Q1 2026 Form 10-Q, as of 2026-05-04.

The 2026-07-28 universe scan returned 11,178,467. That figure is us-gaap:CommonStockSharesOutstanding with a period end of 2025-09-30the pre-IPO Class A count, before the 2025-11-06 IPO converted the redeemable convertible preferred. BillionToOne's current cover-page count is tagged dimensionally per share class, so dei:EntityCommonStockSharesOutstanding returns HTTP 404 and the fallback reached a stale, pre-IPO tag.

The EntityPublicFloat sanity floor did not fire, because BLLN publishes no EntityPublicFloat tag at all — it IPO'd in November 2025 and has not yet filed a 10-K with a float measurement date. A check that depends on an optional tag is itself subject to D1.

The consequence was not cosmetic:

Scan (wrong) Verified Error
Shares 11,178,467 45,995,484 4.1x
Market cap $1,492m $6,137m 4.1x
Enterprise value $1,011m $5,690m 5.6x
EV / TTM revenue 3.5x 16.0x 4.6x
Required CAGR 6.2% 50.3%
Valuation margin +100.1pp "PASS" +53.1pp PASS The old PASS was an artifact; the new one is real

The old scan record would have produced a confident PASS for the wrong reason. coverage_scan.py's own comment warns of exactly this: "A wrong share count is worse than a missing one: it yields a confident valuation rather than an INDETERMINATE." The conclusion happens to survive the correction, but it survives on different arithmetic, and that is stated rather than glossed.

Diluted weighted-average shares for Q1'26 were 53,028,360; on that basis EV is $6,628m and the required CAGR rises to 55.0%, still a +48.4pp margin. The conclusion is not sensitive to the choice.

1.2 TTM revenue

Value Source
FY2025 revenue $305.112m FY2025 10-K
Q1'26 revenue $108.388m Q1 2026 10-Q
Q1'25 revenue $58.963m same
TTM to 2026-03-31 $354.537m 305.112 + 108.388 − 58.963

The universe scan returned $289.293m — 18% low — because coverage_scan.ttm_revenue() sums the last four tagged quarterly periods without checking they are consecutive, and here summed 2024Q3 + 2025Q1 + 2025Q3 + 2026Q1. The same defect overstated SMR by 62% and understated BE by 36%.

Q1'26 revenue grew +83.8% year on year.

1.3 Net cash

$447.4m. At 2026-03-31: cash and equivalents $537.450m − long-term debt $90.005m. The scan used a stale FY2025 debt figure of $57.226m. The common stock warrant liability of $8.924m is not debt and is excluded.

1.4 The prior-period true-up — the existing memo's finding is confirmed in the filing

The memo flagged an accelerating prior-period revenue line. The Q1 2026 10-Q confirms it verbatim: "the Company recorded $9.2 million and $2.9 million, respectively, as revenue related to performance obligations satisfied in prior periods" for Q1'26 and Q1'25 — and states that revenue for services performed in FY2025 covered by newly contracted payors "contributed slightly more than half" of that $9.2m.

$9.2m is 8.5% of Q1'26 revenue. Excluding it, underlying Q1'26 revenue is $99.2m and year-on-year growth against Q1'25 as reported is +68.2% rather than +83.8%. Both figures are reported; neither is suppressed. This is the single most important qualifier on the Valuation Criteria PASS below.


2. The Criteria

Criteria Type Result Basis
Quality Criteria BINDING PASS §2.1 — all three INFLECTION limbs pass on present data
Valuation Criteria BINDING PASS §3 — margin +53.1pp
Liquidity Criteria BINDING PASS equity / FAIL options §2.2
Downside Criteria MEASURED logged §4
Momentum Criteria MEASURED 12-1 INDETERMINATE, 6-1 logged §5
Catalyst Criteria MEASURED logged 04_Catalyst_Calendar.md, 11 dated catalysts, unchanged
Peer Spread Criteria MEASURED logged NTRA and GH; §3.4
Consensus Criteria MEASURED +1.8% FY2026, +4.2% FY2027 No longer an admission test. This was the old binding gate.
Short Mechanism Criteria MEASURED FAIL (no short mechanism) Growth accelerating; margin runway just opened, not exhausted

2.1 Quality Criteria — INFLECTION standard

BLLN sits just above the archetype boundary — TTM operating margin 10.2% against the 10% COMPOUNDER threshold — and is classified INFLECTION on character: margin expanding violently, growth very high, value in the terminal period. As with BE, INFLECTION is the stricter test because it imposes a gross-margin level.

Limb Standard Reading Result
Gross margin (LEVEL) ~50% 70.4% TTM ($249.582m / $354.537m); 73.0% in Q1'26 PASS
Operating margin (CHANGE) expanding materially YoY (~+5pp) +36.2pp — FY2024 −30.9% → FY2025 +5.3%; Q1'26 +16.5% against Q1'25 −3.9% PASS
Revenue growth (ACCELERATION) acceleration > 0, or > ~18% +103.4% demonstrated CAGR; Q1'26 +83.8% YoY (+68.2% ex true-up) PASS

F-score and gross-profitability LEVELS are demoted to context per criteria.md. They happen to be strong anyway — accruals −1.14%, GP/TA 0.356 (top-decile), F-score 7/8, the only miss being equity issuance, which is mechanical in an IPO year. Unlike TXG and TWST, there is no quality-of-earnings finding that independently argues against the name.

The two genuine earnings-quality concerns are invisible to every one of those factors and are recorded here rather than in a scorecard that cannot see them: unremediated ICFR material weaknesses (scoped to financial instruments and ITGC, not revenue) and the prior-period true-up line of §1.4. This is calibration item S5's second instance — the scorecard measuring the wrong object.

2.2 Liquidity Criteria

PASS on equity, FAIL on options — and the options finding is exactly what this Criteria exists for.


3. Valuation Criteria — the two mandatory outputs

3.1 The implied-path test

Input Value Held fixed?
Spot $133.435 (2026-07-28 close)
Shares 45,995,484 fixed
Net cash +$447.4m fixed
Enterprise value $5,690m
TTM revenue $354.537m fixed
Horizon 5 years fixed
WACC 10.0% fixed
Terminal EBIT margin 10.2% — max(own TTM 10.2%, growth-matched peer median) fixed
Exit multiple 33.0x EV/EBIT — GROWTH_MATCHED, n = 7 the sensitivity variable

What the price requires: a 50.3% revenue CAGR for five years.

Demonstrated: 103.4%. Margin = 103.4 − 50.3 = +53.1pp.

Demonstrated CAGR window: FY2023 $71.729m → TTM 2026-03-31 $354.537m, 2.25 years. Short, and stated as such — BLLN has only three fiscal years of filed revenue.

Implied compression, as a number. BLLN trades at 157.3x TTM EV/EBIT on a margin that has only just turned positive. The exit multiple is 33.0x — a compression of 124.3 turns, −79.0%. The price already embeds a very large multiple compression, which is the mechanical reason the required growth rate is so much lower than the demonstrated one.

A caveat on the anchor's identification. The growth-matched set has n = 7, only just above the minimum of 5. It is a thinner anchor than BE's (n=33) or SMR's (n=83) and the multiple should be treated accordingly — which is what the sensitivity below is for.

3.2 Sensitivity — over the exit multiple, never over scenario probabilities

This directly replaces the instrument the old memo used. That memo ran its range across the bear weight and reported a flip at a 22% bear weight versus the 30% used — while point-estimating the multiple. criteria.md names this failure explicitly on NTRA: the analysis was run on the parameter that could not change the answer.

Exit multiple (EV/EBIT) Required CAGR Margin (demonstrated − required)
12.0x (flip point) 103.4% 0.0pp
16.5x 72.7% +30.7pp
24.8x 59.2% +44.2pp
33.0x (growth-matched) 50.3% +53.1pp
49.5x 38.6% +64.8pp
66.0x 30.9% +72.6pp
99.0x 20.7% +82.8pp

The flip point is a 12.0x exit EV/EBIT. The exit multiple would have to fall to roughly one third of the growth-matched anchor — and to a level below every comparator in the set — before today's price stopped being justified by what BillionToOne has already demonstrated.

Valuation Criteria: PASS. The implied path sits materially below what the business has demonstrated, and it does so robustly across the entire multiple range tested.

The honest qualifier, stated with the PASS rather than after it. The demonstrated 103.4% CAGR is measured over 2.25 years from a small base, and 8.5% of the most recent quarter's revenue was a prior-period true-up. On the ex-true-up growth rate the margin narrows but does not close. The PASS is genuine; it is not a claim that 103% growth continues.

3.3 What the price actually requires, restated in business terms

At a 50.3% CAGR, revenue reaches roughly $2.72bn by 2031. The existing memo's own reverse-engineering reached a comparable place from the other direction — "FY2026 $462m growing at an initial 37.4% and fading 10% per year — reaching ~$3,515m" — and judged it demanding. The difference is that this test measures the requirement against BillionToOne's own demonstrated rate rather than against a cash hurdle, and on that comparison it is not demanding.

The substantive risk is unchanged and is not a multiple argument: the price requires an oncology franchise with 1 publication and 0 registered MRD trials to become a large share of the company. That is logged under Downside Criteria, where it belongs, rather than as a valuation veto.

3.4 The 12-month target

NTM revenue: $533.4m = 5/12 × FY2026E consensus $454.14m (8 analysts) + 7/12 × FY2027E consensus ~$590m. Both figures are from the existing valuation document. Company FY2026 guidance is $450–465m.

EV / NTM revenue today: 10.67x.

Own-multiple anchor and percentile. BLLN listed on 2025-11-06, so its own history is short. Over the 96 sessions since its first 10-K gave the market an as-known annual revenue figure, EV/Sales ranges:

min p25 median p75 max now
8.2x 10.5x 12.3x 14.7x 18.6x 18.6x

BLLN trades at the 100th percentile of its own trading history — an all-time-high multiple.

Unlike BE and SMR, this anchor is usable: BLLN's growth regime did not change across the window, so the series is measuring the multiple rather than the revenue base. The window is short (96 sessions) and that is the caveat, not an identification failure.

Own-history multiple Implied 12-month price vs spot $133.44
p25 — 10.5x $132.01 −1.1%
median — 12.3x $151.82 +13.8%
p75 — 14.7x $180.60 +35.3%

12-month target: $152, +13.8% to spot. Band $132 – $181.

The mechanism is worth naming, because a target above spot from a name at its all-time-high multiple looks contradictory: it is not a re-rating call. It is NTM revenue growth (+50% on TTM) outrunning a multiple compression from 18.6x to its own 12.3x median. Growth wins; the target is above spot despite the multiple falling.

Sanity band. The previous house target was $136.01 (+1.8%), built from a probability-weighted scenario set. The new target is +13.8%. The difference is instrument, not view: a scenario weighting with a −44% bear at 30% drags the mean down mechanically, whereas the 12-month instrument asks what the name is likely to trade at. valuation.md records that the reference professional's longs sit at a +20% median to spot while 16 of 16 house targets sat below spot; +13.8% is the first output in this batch that sits inside the professional's observed range.


4. Downside Criteria — MEASURED, blocks nothing

Realistic permanent-loss case −44.2%, to $74.63, at p = 0.30 (the existing memo's bear scenario: FY2027E revenue $540m at a 6.5x multiple)
Named cause The oncology vector fails to materialise while the price capitalises it. Northstar has 1 PubMed publication against Signatera's 151 and zero registered MRD trials on ClinicalTrials.gov across all three BillionToOne-sponsored studies. Roughly three-quarters of the required value sits in a franchise with no registry evidence. If the tumour-naive MRD launch slips past 31-Dec-2026 or launches without peer-reviewed validation, the multiple compresses onto a prenatal business growing far slower.
Second, independent cause Prenatal ASP compression. UNITY is 89% of revenue. ASP rose +28% YoY to $571 on payor in-network conversion to ~300m contracted lives — that conversion is now largely done, so the ASP tailwind is one-off, not recurring.
Third — accounting, not commercial Unremediated ICFR material weaknesses (financial instruments and ITGC, not revenue) and the $9.2m prior-period true-up in a single quarter against $8.7m for all of FY2025. Neither is visible to any factor in the scorecard.
Going concern? Not argued. $447.4m net cash, positive operating income, TTM operating margin +10.2%.

Under the previous framework the bear case fed the E[R] arithmetic that produced the rejection. It no longer does. It is logged with its cause and probability, Brier-scored by ledger_scorer.py, and it constrains nothing. Inverse-volatility sizing is the active control — realised volatility 85.7%.


5. Momentum Criteria — MEASURED, entry timing only, and partly INDETERMINATE

Momentum governs when, never whether. All veto and blocking language is deleted.

Measure Reading Cross-sectional context
12-1 momentum INDETERMINATE BLLN has only ~180 sessions since its 2025-11-06 IPO — there is no 12-month-minus-1 window to compute. This is a missing input, so it is INDETERMINATE. It is not a FAIL, and it is not a zero.
6-1 momentum +40.5% 86.5th percentile of the universe
Momentum quintile not assignable requires the 12-1 measure
RSI-14 63.2 approaching overbought
% of 52-week high 100.0% at its all-time high

This is a live instance of the D1 discipline on a name where the temptation to substitute is strong. A scanner that treated the absent 12-1 window as a zero would have placed BLLN near the universe median (+2.1%) and assigned it a middling quintile — a fabricated reading presented as a measurement. The correct output is INDETERMINATE, with the 6-1 measure reported alongside it because that one is computable.

On the computable evidence the tape is strongly with the name: 6-1 momentum at the 86.5th percentile and a close at 100.0% of the 52-week high. RSI-14 at 63.2 says today is not an obviously good entry — which is a statement about timing, and the only thing this Criteria is permitted to say.


6. What this document deliberately does not say


7. Provenance

Item Source
Shares 41,442,834 A + 4,552,650 B Q1 2026 Form 10-Q cover page, as of 2026-05-04, blln-20260331.htm
Q1'26 / Q1'25 revenue, gross profit, operating income Q1 2026 Form 10-Q, statements of operations
$9.2m prior-period revenue Q1 2026 Form 10-Q, revenue note, verbatim
Cash $537.450m, long-term debt $90.005m Q1 2026 Form 10-Q balance sheet, 2026-03-31
FY2025 revenue / gross profit / operating income FY2025 10-K via XBRL companyfacts
Spot $133.435 Alpaca IEX daily close, 2026-07-28
Exit multiple 33.0x, n=7 1,433-name coverage_scan.py run, .cache/universe_scan/, as-of 2026-07-28
Momentum momentum_scan.py; 12-1 not computable on 180 sessions
Consensus FY2026E $454.14m / FY2027E ~$590m 02_Valuation_Analysis.md §lines 89, 113
Bear case −44.2% at p=0.30 02_Valuation_Analysis.md scenario table
Options chain, IV, spreads 03_Trade_Construction.md, Alpaca options snapshots