KDT Ibotta Holdings, LLC → Ibotta, Inc. IBTA

The response set forth in Item 3 hereof is incorporated by reference in its entirety. The Reporting Persons acquired the Public Shares for investment purposes. The Public Shares were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer 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. The Reporting Persons review and manage their investment in the Issuer on a continuing basis, and may determine from time to time (1) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, or (2) to dispose of all or a portion of the securities of the Issuer owned by them. The Reporting Persons view themselves as passive investors. This Schedule 13D is being filed as a result of the beneficial ownership of the Reporting Persons exceeding 20% of the outstanding Public Shares solely as a result of a decrease in the outstanding Public Shares of the Issuer resulting from certain stock repurchases by the Issuer. As a result of such increased ownership percentage, pursuant to Rule 13d-1(f), the Reporting Persons may no longer continue to file a short-form statement on Schedule 13G under Rule 13d-1(c), regardless of investment intent. Because the Issuer's chief executive officer and affiliated entities collectively hold a substantial majority of the voting power of the Issuer's capital stock (primarily as a result of their ownership of issued and outstanding shares of Class B common stock, par value $0.00001 per share ("Class B Shares"), which carry 20 votes per share), the Reporting Persons hold less than 10% of the combined voting power of the Public Shares and the Class B Shares.