Falcon Creek discloses 28.5% Cingulate (CING) ownership stake

Rhea-AI Filing Summary

Falcon Creek Capital Advisor LLC and related funds filed an amended beneficial ownership report on Cingulate Inc. common stock after acquiring shares on 03/24/2026 under a Purchase Agreement. Falcon Creek Capital Advisor reports beneficial ownership of 3,856,766 shares, representing 28.50% of Cingulate’s common stock, with shared voting and dispositive power over all such shares. Falcon Creek Technology Fund I holds 350,195 shares, or 2.59%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund holds 3,506,571 shares, or 25.91%, each with shared voting and dispositive power. The reporting persons describe their holdings as venture and investment positions and state that, aside from the Purchase Agreement and related arrangements, they have no other contracts or understandings concerning Cingulate’s securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

03/24/2026

(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).

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SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,856,766.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,856,766.00

11

Aggregate amount beneficially owned by each reporting person

3,856,766.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.50 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

See Item 5 below.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 350,195.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 350,195.00

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)

2.59 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

See Item 5 below.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,506,571.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,506,571.00

11

Aggregate amount beneficially owned by each reporting person

3,506,571.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.91 %

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 Amendment No. 1 on Schedule 13D/A 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 Amendment No. 1 on Schedule 13D/A 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 99.6 Items 1 through 7

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.

Falcon Creek Capital Advisor LLC

Signature:	/s/ Zhangpeng Jiang
Name/Title:	President
Date:	03/26/2026

Falcon Creek Technology Fund I, LP

Signature:	/s/ Zhangpeng Jiang
Name/Title:	Managing Partner
Date:	03/26/2026

Ginkgo Capital Global Fund SPC - Xtalpi AI Fund SP

Signature:	/s/ Zhangpeng Jiang
Name/Title:	Investment Manager
Date:	03/26/2026

FAQ

What ownership stake in Cingulate (CING) does Falcon Creek Capital Advisor report?

Falcon Creek Capital Advisor reports beneficial ownership of 3,856,766 Cingulate common shares, representing 28.50% of the class. It has shared voting and dispositive power over all these shares, indicating a significant investment position in the company’s equity.

How much Cingulate (CING) stock does Ginkgo Capital Global Fund SPC hold?

Ginkgo Capital Global Fund SPC – Xtalpi AI Fund reports beneficial ownership of 3,506,571 Cingulate common shares, equal to 25.91% of the class. It has shared voting and dispositive power over these shares as part of a broader investment portfolio.

What is Falcon Creek Technology Fund I’s position in Cingulate (CING)?

Falcon Creek Technology Fund I reports beneficial ownership of 350,195 Cingulate common shares, or 2.59% of the class. The fund has shared voting and dispositive power over these shares, reflecting its focus on technology-related venture and private equity investments.

What transaction triggered this amended Schedule 13D filing for Cingulate (CING)?

The amendment was triggered by an acquisition of Cingulate common stock on 03/24/2026 pursuant to a Purchase Agreement. The filing notes this was the only transaction in the issuer’s common shares by any reporting person during the prior 60 days.

Do the reporting persons disclose other agreements related to Cingulate (CING) shares?

They state that, other than arrangements described in this amendment and cross‑referenced items, there are no other contracts, arrangements, understandings, or relationships regarding Cingulate securities. This includes matters such as voting agreements, options, profit‑sharing, or proxy arrangements.

What are the business purposes of the entities reporting Cingulate (CING) ownership?

Falcon Creek Capital Advisor operates as an advisory firm focused on venture investments. Falcon Creek Technology Fund I primarily holds venture and private equity investments in technology, while Ginkgo Capital Global Fund SPC maintains a diversified portfolio across public and private equities.