Amendment to Beneficial Ownership Report - Form SC 13G/A

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. 1)*

THE REAL BROKERAGE INC.

(Name of Issuer)

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

75585H206

(CUSIP Number)

December 31, 2023

(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).

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Calculations are 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.

(1)	Includes 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.

(2)	Calculations are 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.

(1)	Calculations are 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.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13G is being filed to report Common Shares beneficially owned as of the date of this filing by the Reporting Persons (as defined below), including certain Common Shares acquired upon the settlement of RSUs during calendar year December 31, 2023. This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G filed on February 10, 2022.

The Real Brokerage Inc. (the "Issuer")

701 Brickell Avenue, 17^th Floor, Miami, Florida 33131

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.

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

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, IA EU XI and IVM, Holdings may be deemed to beneficially own all 32,705,696 Common Shares held directly by the Fund XI Entities, all 1,868,000 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.

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.

EXHIBIT INDEX