Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Cingulate Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
17248W303 (CUSIP Number) |
Falcon Creek Capital Advisor c/o Zhanpeng Jiang, 21 Strathmore Road Natick, MA, 01760 (617) 899-8849 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 17248W303 |
| 1 |
Name of reporting person
Falcon Creek Capital Advisor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,073,957.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 17248W303 |
| 1 |
Name of reporting person
Falcon Creek Technology Fund I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
350,195.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 17248W303 |
| 1 |
Name of reporting person
Ginkgo Capital Global Fund SPC - Xtalpi AI Fund SP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,723,763.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 5 below.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Cingulate Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1901 W. 47th Place, Kansas City,
KANSAS
, 66205. |
| Item 2. | Identity and Background |
| (a) | See Exhibit 99.6 for a complete description of the information called for by Items 1 through 7. |
| (b) | Falcon Creek Capital Advisor: c/o Zhanpeng Jiang, 21 Strathmore Road, Natick, MA 01760 Falcon Creek Technology Fund I: c/o Zhanpeng Jiang, 21 Strathmore Rd, Natick, MA 01760 Ginkgo Capital Global Fund SPC: c/o Zhanpeng Jiang, Rm 2901, Chinachem Century Tower, 178 Gloucester Rd, Wan Chai, Hong Kong |
| (c) | The principal business of Falcon Creek Capital Advisor is as an advisory company specializing in the venture investment business. The principal business of Falcon Creek Technology Fund I is to hold venture capital and private equity investments, mostly in technology sector. The principal business of Ginkgo Capital Global Fund SPC is to hold a portfolio of investments in a broad area, including both public and private equities. |
| (d) | During the last 5 years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Falcon Creek Capital Advisor is an Illinois limited liability company. Falcon Creek Technology Fund I is a Delaware limited partnership. Ginkgo Capital Global Fund SPC is registered in the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
See Exhibit 99.6 for a complete description of the information called for by Items 1 through 7. | |
| Item 4. | Purpose of Transaction |
See Exhibit 99.6 for a complete description of the information called for by Items 1 through 7. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Exhibit 99.6 for a complete description of the information called for by Items 1 through 7. |
| (b) | The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5(b). |
| (c) | The only transaction in the shares of Common Stock that was effected by any Reporting Person during the past 60 days is the acquisition of the securities pursuant to the Purchase Agreement, as reported in Item 3 above, and hereby incorporated by reference in its entirety into this Item 5(c). |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information provided and incorporated by reference in Items 3, 4 and 5 to this Schedule 13D is hereby incorporated by reference into this Item 6. Other than as described in this Schedule 13D above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2* Form of Securities Purchase Agreement, dated as of January 27, 2026, by and among the Issuer and the Purchasers. Exhibit 99.3* Form of Warrant. Exhibit 99.4* Form of Assignment and Assumption Agreement, dated and effective as of February 3, 2026, by and between Castlehouse VCC - Harvest Win and Ginkgo Capital Global Fund SPC. Exhibit 99.5* Authorization Agreement between Falcon Creek Capital Advisor and Ginkgo Capital Co., Limited Exhibit 99.6 Items 1 through 7 * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii). |
| SIGNATURE | |
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.
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