| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
THE REAL BROKERAGE INC. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
75585H206 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Guy Gamzu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,881,020.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Rows 5 and 7 include 105,117 common shares and 390,638 stock options directly owned by Guy Gamzu.
Rows 6 and 8 includes (i) 1,260,376 common shares jointly held by Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu and (ii) 16,124,889 common shares indirectly owned through Cubit Investments Limited, a company in which Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu, each own 50% equity.
Row 9 includes (i) 105,117 common shares and 390,638 stock options directly owned by Guy Gamzu, (ii) 1,260,376 common shares jointly held by Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu and (iii) 16,124,889 common shares indirectly owned through Cubit Investments Limited, a company in which Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu, each own 50% equity.
Row 11 is based upon 202,942,192 shares of the issuer's common shares outstanding as of December 31, 2024, together with the 390,638 common shares that Guy Gamzu has the right to obtain within 60 days of December 31, 2024, upon the exercise of 390,638 stock options.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Yael Sophie Chorley Gamzu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,385,265.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Rows 6, 8 and 9 include (i) 1,260,376 common shares jointly held by Yael Sophie Chorley Gamzu and her spouse, Guy Gamzu and (ii) 16,124,889 common shares indirectly owned through Cubit Investments Limited, a company in which Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu, each own 50% equity.
Row 11 is based upon 202,942,192 shares of the issuer's common shares outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Cubit Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 16,124,889.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Rows 6, 8 and 9 include 16,124,889 common shares registered in the name of Cubit Investments Limited, a company in which Guy Gamzu and his spouse, Yael Sophie Chorley Gamzu, each own 50% equity.
Row 11 is based upon 202,942,192 shares of the issuer's common shares outstanding as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: THE REAL BROKERAGE INC. | |
| (b) | Address of issuer's principal executive
offices: 701 Brickell Avenue, 17th Floor, Miami, FLORIDA 33131 | |
| Item 2. | ||
| (a) | Name of person filing: Cubit Investments Limited, is a corporation formed under the laws of the state of Israel with a principal place of business at 54 Bezalel street, Ramat Gan, Israel.
Guy Gamzu is the Chief Executive Officer of Cubit Investments Limited, which he co-owns with his spouse, Yael Sophie Chorley Gamzu. Guy Gamzu's principal place of business is 54 Bezalel street, Ramat Gan, Israel.
Yael Sophie Chorley Gamzu. | |
| (b) | Address or principal business office or, if
none, residence: The business address for each reporting person is:
54 Bezalel Street
Ramat Gan, Israel | |
| (c) | Citizenship: Guy Gamzu is an Israeli citizen.
Yael Sophie Chorley Gamzu is an Israeli citizen.
Cubit Investments Limited is a corporation formed under the laws of the state of Israel. | |
| (d) | Title of class of securities: Common Shares, no par value | |
| (e) | CUSIP No.: 75585H206 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Guy Gamzu - The responses set forth in rows 5, 6, 7, 8 and 9 and the related "Comments" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The responses set forth in rows 6, 8 and 9 and the related "Comments" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The responses set forth in rows 6, 8 and 9 and the related "Comments" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. | |
| (b) | Percent of class: Guy Gamzu - The response set forth in row 11 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The response set forth in row 11 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The response set forth in row 11 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Guy Gamzu - The response set forth in row 5 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The response set forth in row 5 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The response set forth in row 5 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. | ||
| (ii) Shared power to vote or to direct the
vote: Guy Gamzu - The response set forth in row 6 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The response set forth in row 6 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The response set forth in row 6 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Guy Gamzu - The response set forth in row 7 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The response set forth in row 7 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The response set forth in row 7 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Guy Gamzu - The response set forth in row 8 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Yael Sophie Chorley Gamzu - The response set forth in row 8 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4.
Cubit Investments Limited - The response set forth in row 8 and the related "Comment" on the cover page to this Amendment No. 3 are incorporated by reference into this Item 4. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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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