SEC Form SC 13G filed by The Real Brokerage Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

THE REAL BROKERAGE INC.

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

75585H107

(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 remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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 ("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).

(1) Includes: (i) 9,035,768 shares of the Issuer's Ordinary Shares of which Mr. Poleg is the beneficial owner, (ii) 4,545,192 shares of the Issuer's Ordinary Shares that Mr. Poleg has the right to obtain, within 60 days of December 31, 2021, upon the conversion of 4,342,556 vested Stock Options and 202,636 unvested Stock Options that will vest within 60 days of December 31, 2021, at a ratio of one share of Ordinary Shares for each Stock Option.

(2) Based upon 178,242,429 shares of the Issuer's Ordinary Shares outstanding as of December 31, 2021, together with the 4,545,192 shares of the Issuer's Ordinary Shares that Mr. Poleg has the right to obtain, within 60 days of December 31, 2021 upon the conversion of 4,342,556 vested Stock Options and 202,636 unvested Stock Options that will vest within 60 days of December 31, 2021.

Item 1 (a). Name of Issuer:

The Real Brokerage Inc. "the "Issuer")

Item 1 (b). Address of Issuer's Principal Executive Offices:

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

Item 2 (a). Name of Person Filing:

The person filing this statement is Tamir Poleg ("Mr. Poleg").

Item 2 (b). Address of Principal Business Office or, if None, Residence:

11 Hagalim St. Arsuf, Israel 4692000

Item 2 (c). Citizenship:

Mr. Poleg is a Israeli citizen.

Item 2 (d). Title of Class of Securities:

Ordinary Shares, no par value

Item 2 (e). CUSIP Number:

75585H107

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 (a) ☐ Broker or dealer registered under Section 15 of the Act;

 (b) ☐ Bank as defined in Section 3(a)(6) of the Act;

 (c) ☐ Insurance Company as defined in Section 3(a)(19) of the Act;

 (d) ☐ Investment Company registered under Section 8 of the Investment Company Act;

 (e) ☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) ☐ Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 (g) ☐ 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 of 1940:

 (j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 ☐ If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4. Ownership.

 Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 (a) Amount beneficially owned: 13,580,960 (1)

 (b) Percent of class: 7.43%% (1)(2)

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote: 13,580,960 (1)

 (ii) Shared power to vote or to direct the vote:  0

 (iii) Sole power to dispose or to direct the disposition of:  13,580,960 (1)

 (iv) Shared power to dispose or to direct the disposition of:  0

Item 5. Ownership of Five Percent or Less of a Class.

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

(1) Includes: (i) 9,035,768 shares of the Issuer's Ordinary Shares of which Mr. Poleg is the beneficial owner, (ii) 4,545,192 shares of the Issuer's Ordinary Shares that Mr. Poleg has the right to obtain, within 60 days of December 31, 2021, upon the conversion of 4,342,556 vested Stock Options and 202,636 unvested Stock Options that will vest within 60 days of December 31, 2021, at a ratio of one share of Ordinary Shares for each Stock Option.

(2) Based upon 178,242,429 shares of the Issuer's Ordinary Shares outstanding as of December 31, 2021, together with the 4,545,192 shares of the Issuer's Ordinary Shares that Mr. Poleg has the right to obtain, within 60 days of December 31, 2021 upon the conversion of 4,342,556 vested Stock Options and 202,636 unvested Stock Options that will vest within 60 days of December 31, 2021.

Item 10. Certification.  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

March 29, 2022