Sec Form 13G Filing - Insight Partners (Cayman) XI L.P. filing for Real Brokerage Inc (REAX) - 2022-02-10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. )*

THE REAL BROKERAGE INC.

(Name of Issuer)

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

75585H206

(CUSIP Number)

December 31, 2021

(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)

The information required in 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 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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(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

(1)	Calculations are based upon 143,334,243 Common Shares of the Issuer outstanding as of March 16, 2021, as reported on Form 40FR12B of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2021.

The Real Brokerage Inc. (the “Issuer”)

133 Richmond Street West, Suite 302, Toronto, Ontario, Canada M5H 2L3

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”) and (x) 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 and IA EU XI is Holdings. 

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.

See Item 2(a).

Common Shares, no par value

75585H206

 

	(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act.
	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

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.

Not applicable.

As the general partner of the Fund XI Entities, IA XI LP may be deemed to beneficially own all 32,705,696 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 32,705,696 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 1,868,000 Common Shares held directly by EU XI. As the sole shareholder of IA XI Ltd and IA EU XI, Holdings may be deemed to beneficially own all 32,705,696 Common Shares held directly by the Fund XI Entities and all 1,868,000 Common Shares held directly by EU XI. 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 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.

Not applicable.

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.

Not applicable.

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.

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Attorney-in-Fact
	INSIGHT ASSOCIATES XI, LTD.
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT ASSOCIATES XI, L.P.
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT ASSOCIATES (EU) XI, SARL
	By:	Insight Venture Associates IX, L.P., its general partner
	By:	Insight Venture Associates IX, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS (CAYMAN) XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer

	INSIGHT PARTNERS (DELAWARE)XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS (EU) XI, S.C.SP.
	By:	Insight Associates (EU) XI, S.a.r.l., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI (CO-INVESTORS), , L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates XI, Ltd., its general partner
	By:	/s/ Andrew Prodromos                   ;
	Name:	Andrew Prodromos
	Title:	Authorized Officer
	INSIGHT PARTNERS XI, L.P.
	By:	Insight Associates XI, L.P., its general partner
	By:	Insight Associates, Ltd., its general partner
	By:	/s/ Andrew Prodromos
	Name:	Andrew Prodromos
	Title:	Authorized Officer