August 9, 2024 - SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Form: SC 13G/A

Documents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ibotta, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

451051106

(CUSIP Number)

August 1, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: 451051106

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(1)

Effective August 1, 2024, pursuant to an internal reorganization, Koch Industries, LLC (formerly known as Koch Industries, Inc.) (KII) ceased to own equity interests, directly or indirectly, of KDT Ibotta Holdings, LLC (KDT Ibotta), and Koch, Inc. became the indirect ultimate parent company of both KDT Ibotta and KII. Accordingly, KII no longer has (or shall be deemed to have) beneficial ownership of any shares of Class A common stock, par value $0.00001 per share (the Public Shares), of Ibotta, Inc. (the Issuer) held by KDT Ibotta.

CUSIP: 451051106

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(1)	Represents 4,389,129 Public Shares held by KDT Ibotta.

(2)	Calculated using 27,313,740 Public Shares deemed outstanding as of April 30, 2024, as disclosed in the Issuers Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on May 31, 2024.

CUSIP: 451051106

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(1)	Represents 4,389,129 Public Shares held by KDT Ibotta. These Issuer securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.s indirect beneficial ownership of KDT Ibotta.

(2)	Calculated using 27,313,740 Public Shares deemed outstanding as of April 30, 2024, as disclosed in the Issuers Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on May 31, 2024.

CUSIP: 451051106

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Item 1(a). Name of Issuer: Ibotta, Inc. (the Issuer)

Item 1(b). Address of Issuers Principal Executive Officers: 1801 California Street, Suite 400, Denver, Colorado 80202

Item 2(a). Name of Person Filing:

KDT Ibotta Holdings, LLC (KDT Ibotta)

Koch Disruptive Technologies, LLC (KDT)

Koch Disruptive Technologies Holdings, LLC (KDT Holdings)

Koch Investments Group, LLC (KIG)

Koch Investments Group Holdings, LLC (KIGH)

Koch Companies, LLC (KCLLC)

Koch, Inc.

Koch Industries, LLC (formerly known as Koch Industries, Inc.) (KII)

(Each a Reporting Person, and collectively, the Reporting Persons).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

4111 E. 37^th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d).Title of Class of Securities: Class A Common Stock, par value $0.00001 per share (Public Shares).

Item 2(e).CUSIP No.: 451051106.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 27,313,740 Public Shares deemed outstanding as of April 30, 2024, as disclosed in the Issuers Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on May 31, 2024.

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

KDT Ibotta is beneficially owned by KDT, KDT is beneficially owned by KDT Holdings, KDT Holdings is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by KCLLC, and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments.

CUSIP: 451051106

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Koch, Inc., KCLLC, KDT, KDT Holdings, KIG, and KIGH may be deemed to beneficially own the Public Shares held by KDT Ibotta by virtue of (i) Koch, Inc.s beneficial ownership of KCLLC, (ii) KCLLCs beneficial ownership of KIGH, (iii) KIGHs beneficial ownership of KIG, (iv) KIGs beneficial ownership of KDT Holdings, (v) KDT Holdings beneficial ownership of KDT and (vi) KDTs beneficial ownership of KDT Ibotta.

The filing of this Schedule 13G shall not be construed as an admission that any of KDT, KDT Holdings, KIG, KIGH, KCLLC, or Koch, Inc. is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

Item 5. Ownership of 5 Percent or Less of a Class.

As a result of an internal reorganization described in footnote (1) on the cover page for KII, with respect to KII, this statement on Schedule 13G is being filed to report the fact that as of the date hereof KII has ceased to be the beneficial owner of more than 5 percent of the class of securities.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 451051106

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: August 9, 2024
	KDT Ibotta Holdings, LLC

	By:	/s/ Nicholas R. Hoffman
	Name:	Nicholas R. Hoffman
	Title:	Secretary

	Koch Disruptive Technologies, LLC

	By:	/s/ Nicholas R. Hoffman
	Name:	Nicholas R. Hoffman
	Title:	Secretary

	Koch Disruptive Technologies Holdings, LLC

	By:	/s/ Nicholas R. Hoffman
	Name:	Nicholas R. Hoffman
	Title:	Secretary

	Koch Investments Group, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Secretary

	Koch Investments Group Holdings, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Secretary

	Koch Companies, LLC

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Assistant Secretary

	Koch, Inc.

	By:	/s/ Raffaele G. Fazio
	Name:	Raffaele G. Fazio
	Title:	Assistant Secretary

	Koch Industries, LLC

	By:	/s/ Michael F. Zundel
	Name:	Michael F. Zundel
	Title:	Assistant Secretary

CUSIP: 451051106

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EXHIBIT INDEX


Exhibit Number		Title

99.1		Joint Filing Agreement

NAMES OF REPORTING PERSONS

Koch Industries, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Kansas