| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
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 Insight Partners (Cayman) XI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,549,682.00 | ||||||||
| 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) 7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Partners (Delaware) XI, L.P. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,985,426.00 | ||||||||
| 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) 1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Partners (EU) XI, S.C.Sp. | ||||||||
| 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 LUXEMBOURG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,844,297.00 | ||||||||
| 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) 0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Partners XI (Co-Investors) (B), L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 325,758.00 | ||||||||
| 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) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Partners XI (Co-Investors), L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 236,346.00 | ||||||||
| 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) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Partners XI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 14,193,481.00 | ||||||||
| 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) 7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Associates XI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,290,693.00 | ||||||||
| 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) 16.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Associates XI, Ltd. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,290,693.00 | ||||||||
| 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) 16.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Associates (EU) XI, S.a.r.l. | ||||||||
| 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 LUXEMBOURG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,844,297.00 | ||||||||
| 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) 0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Venture Management, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 92,751.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Amounts in Rows (6), (8) and (9) include 32,751 and 60,000 Common Shares issued upon the settlement of restricted share units
("RSUs") on January 25, 2023 and March 17, 2024, respectively; excludes 30,945 Common Shares issuable upon the settlement of RSUs that vest on May 31, 2025.
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 75585H206 |
| 1 | Names of Reporting Persons Insight Holdings Group, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 34,227,741.00 | ||||||||
| 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) 17.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The percentage in Row (11) is based upon 197,753,645 Common Shares of the Issuer outstanding as of October 4, 2024, as reported on Form F-3 of the Issuer filed with the U.S. Securities and Exchange Commission on October 16, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Real Brokerage Inc | |
| (b) | Address of issuer's principal executive
offices: 701 Brickell Avenue, 17th Floor, Miami, FL 33131 | |
| Item 2. | ||
| (a) | Name of person filing: This Statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership ("Cayman XI"), (ii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership ("Delaware XI"), (iii) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership ("Co-Investors XI B"), (iv) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership ("Co-Investors XI"), (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership ("IP XI" and, together with Cayman XI, Delaware XI, Co-Investors XI B and Co-Investors XI, the "Fund XI Entities"), (vi) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership ("IA XI LP"), (vii) Insight Associates XI, Ltd., a Cayman Islands exempted company ("IA XI Ltd") (viii) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership ("EU XI" and, together with the Fund XI Entities, the "XI Funds"), (ix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company ("IA EU XI"), (x) Insight Venture Management, LLC, a Delaware limited liability company ("IVM") and (xi) Insight Holdings Group, LLC, a Delaware limited liability company ("Holdings").
The general partner of each of the Fund XI Entities is IA XI LP, whose general partner is IA XI Ltd. The general partner of EU XI is IA EU XI . The sole shareholder of IA XI Ltd, IA EU XI and IVM is Holdings. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners,1114 Avenue of the Americas, 36th Floor, New York, New York 10036. | |
| (c) | Citizenship: See Item 2(a). | |
| (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: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of the Fund XI Entities, IA XI LP may be deemed to beneficially own all 32,290,693 Common Shares held directly by the Fund XI Entities. As the general partner of IA XI LP, IA XI Ltd may be deemed to beneficially own all 32,290,693 Common Shares held directly by the Fund XI Entities. As the general partner of EU XI, IA EU XI may be deemed to beneficially own all 1,844,297 Common Shares held directly by EU XI. As the sole shareholder of IA XI Ltd, IA EU XI and IVM, Holdings may be deemed to beneficially own all 32,290,693 Common Shares held directly by the Fund XI Entities, all 1,844,297 Common Shares held directly by EU XI and all 92,751 Common Shares held directly by IVM. The foregoing is not an admission by IA XI LP, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by IVM, the Fund XI Entities or IA EU XI, nor is it an admission by any of Fund XI Entities or EU XI that it is the beneficial owner of any Common Shares held by the other of the Fund XI Entities or EU XI. | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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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Exhibit
Information |
Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended |