Falcon Creek group discloses major Cingulate (CING) stakes up to 19.9%

Rhea-AI Filing Summary

Falcon Creek Capital Advisor LLC and affiliated funds disclosed significant ownership stakes in Cingulate Inc. common stock. Falcon Creek Capital Advisor reports beneficial ownership of 2,073,957 shares, representing 19.9% of the outstanding common stock. Falcon Creek Technology Fund I reports 350,195 shares, or 3.3%, and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund reports 1,723,763 shares, or 16.6%. The stake arises from securities acquired under a Securities Purchase Agreement dated January 27, 2026, with related warrants and agreements referenced in multiple exhibits.

Insights

Equity Ownership & Governance Analyst

New Schedule 13D shows a concentrated holder with nearly 20% of Cingulate.

The filing indicates that Falcon Creek Capital Advisor LLC beneficially owns 2,073,957 Cingulate common shares, stated as 19.9% of the class. Related vehicles, including Falcon Creek Technology Fund I and Ginkgo Capital Global Fund SPC – Xtalpi AI Fund, also report sizable positions.

This level of ownership can be influential in shareholder votes and strategic matters, especially if the interests of these reporting persons are aligned. The positions are tied to a Securities Purchase Agreement dated January 27, 2026 and associated warrants and assignments described in the exhibits.

Future company disclosures may clarify how these investors engage with Cingulate’s board and management, and whether their investment remains passive or becomes more actively involved in corporate actions.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,073,957.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,073,957.00

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:

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)

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,723,763.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,723,763.00

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.

Falcon Creek Capital Advisor LLC

Signature:	/s/ Zhangpeng Jiang
Name/Title:	President
Date:	02/09/2026

Falcon Creek Technology Fund I, LP

Signature:	/s/ Zhangpeng Jiang
Name/Title:	Managing Partner
Date:	02/09/2026

Ginkgo Capital Global Fund SPC - Xtalpi AI Fund SP

Signature:	/s/ Zhangpeng Jiang
Name/Title:	Investment Manager
Date:	02/09/2026

FAQ

What ownership stake in Cingulate Inc. does Falcon Creek Capital Advisor report?

Falcon Creek Capital Advisor LLC reports beneficial ownership of 2,073,957 shares of Cingulate Inc. common stock, representing 19.9% of the outstanding class. This sizable stake gives the adviser significant influence potential in shareholder matters and is disclosed in a Schedule 13D filing.

How many Cingulate (CING) shares does Falcon Creek Technology Fund I hold?

Falcon Creek Technology Fund I reports beneficial ownership of 350,195 Cingulate common shares, representing 3.3% of the class. The fund’s principal business is holding venture capital and private equity investments, mostly in the technology sector, as disclosed in the filing.

What is Ginkgo Capital Global Fund SPC – Xtalpi AI Fund’s stake in Cingulate (CING)?

Ginkgo Capital Global Fund SPC – Xtalpi AI Fund reports beneficial ownership of 1,723,763 shares of Cingulate common stock, equal to 16.6% of the class. The fund holds a broad portfolio of public and private equities, including this significant Cingulate position.

What transaction led to Falcon Creek’s and Ginkgo’s Cingulate share acquisitions?

The filing states that the only transaction in Cingulate common stock in the past 60 days was acquiring securities under a Securities Purchase Agreement dated January 27, 2026. Related warrants and assignment agreements are detailed in the listed exhibits to the Schedule 13D.

Are Falcon Creek and Ginkgo involved in any securities law proceedings related to Cingulate?

The reporting persons state that, over the past five years, none has been convicted in criminal proceedings or been subject to civil judgments or orders involving federal or state securities law violations. This disclosure covers Falcon Creek entities and Ginkgo Capital Global Fund SPC.

What is the business focus of the Falcon Creek and Ginkgo entities holding Cingulate shares?

Falcon Creek Capital Advisor operates as an advisory firm specializing in venture investments. Falcon Creek Technology Fund I focuses on venture capital and private equity, mostly technology, while Ginkgo Capital Global Fund SPC holds a diversified portfolio spanning public and private equity investments.