UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2024

Ibotta, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	001-42018 (Commission File Number)	35-2426358 (I.R.S. Employer Identification Number)
1801 California Street, Suite 400 Denver, Colorado (Address of principal executive offices)		80202 (Zip Code)

303-593-1633

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value per share	IBTA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On August 13, 2024, Ibotta, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”). This Amendment No. 1 (this "Amendment") to the Initial 8-K is being filed solely to correct a clerical error in the condensed statements of cash flows contained in the press release issued by the Company on August 13, 2024 (the “Initial Press Release”) announcing the Company's financial results for the second quarter ended June 30, 2024 and furnished as Exhibit 99.1 to the Initial 8-K. The error resulted in the omission of the line item "Proceeds from initial public offering, net" from the financing activities section of the condensed statements of cash flows. A corrected copy of the Initial Press Release is furnished as Exhibit 99.1 to this Amendment (the “Amended Release”) and is incorporated herein by reference. No other changes are being made to the Initial Press Release or the Initial 8-K.

Item 2.02 Results of Operations and Financial Condition

On August 14, 2024, the Company issued the Amended Release announcing financial results for the second quarter ended June 30, 2024. A copy of the Amended Release is furnished with this report as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report on Form 8-K/A, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Press Release Issued by Ibotta, Inc. dated August 14, 2024 (Corrected)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IBOTTA, INC.
Date:	August 14, 2024	By:	/s/ Sunit Patel
			Sunit Patel
			Chief Financial Officer
			(Principal Financial Officer)