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United States securities and exchange commission logo
March 28, 2024
Bryan Leach
Chief Executive Officer
Ibotta, Inc.
1801 California Street
Suite 400
Denver, CO 80202
Re:Ibotta, Inc.
Registration Statement on Form S-1
Filed March 22, 2024
File No. 333-278172
Dear Bryan Leach:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1, Filed March 22, 2024
Risk Factors
Risks Related to our Business
Our business, financial condition, results of operations, and prospects will be adversely affected
if we do not renew, maintain, and..., page 24
1.We note the amendment at the end of this risk factor, and in other risk factors, describing
that downturns and store closures at publishers have and could pose a risk to your
business. However, the title of this risk factor addresses the risk associated with
maintaining and expanding your relationships with publishers. If downturns and store
closures at publishers poses a material risk to your business, please either prepare a new
risk factor describing that risk or update the risk factor heading of this risk factor to better
describe the contents.

 FirstName LastNameBryan Leach
 Comapany NameIbotta, Inc.
 March 28, 2024 Page 2
 FirstName LastName
Bryan Leach
Ibotta, Inc.
March 28, 2024
Page 2
Business
Ibotta's Value Proposition
Value for CPG Brands, page 121
2.In order to help investors assess the disclosure, please name the CPG client for whom
your assistance helped them increase their market share from 30% to 40%.
Value for Publishers
Build customer loyalty by enabling closed-loop rewards instead of discounts, page 126
3.We note you no longer reference Dollar General as your client that is also the leader in
market share for the "dollar" sector. Please name the dollar sector market leader that has
chosen Ibotta to deploy their rewards program.
Our Publisher Relationships, page 137
4.We note here, and throughout the registration statement, that references to Dollar General
have been removed. Please tell us why the relationship no longer appears in your
registration statement, as it previously appeared to be a material part of your business. In
this regard, we note your relationship with Dollar General still features on your website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rachel J. Nagashima