FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Clark Jermoluk Founders Fund I LLC (Last) (First) (Middle) EISNERAMPER ADVISORY GROUP, LLC 505 S. FLAGER DR. SUITE 900 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/17/2024	3. Issuer Name and Ticker or Trading Symbol Ibotta, Inc. [ IBTA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock (2)	3,520,804 (3)	(1)	D
Series C Preferred Stock	(4)	(4)	Common Stock (2)	1,862,545 (3)	(4)	D
Series C-1 Preferred Stock	(5)	(5)	Common Stock (2)	379,108 (3)	(5)	D

Explanation of Responses:

1. Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO") and has no expiration date.

2. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.

3. The shares are held by Clark Jermoluk Founders Fund I LLC, which is 95% owned by the JHC Family 2016 Trust (the "JHC Trust"). The JHC Trust is an entity controlled by James H. Clark.

4. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

5. Each share of Series C-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the IPO and has no expiration date.

	/s/ James H. Clark	04/17/2024
	** Signature of Reporting Person	Date
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