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    SEC Form SC 13G filed by The RealReal Inc.

    9/5/24 4:09:09 PM ET
    $REAL
    Other Specialty Stores
    Consumer Discretionary
    Get the next $REAL alert in real time by email
    SC 13G 1 sc13g11527real_09052024.htm

     UNITED STATES

    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(b)

    (Amendment No. )1

     

    TheRealReal, Inc.

     (Name of Issuer)

    Common stock, par value $0.00001

     (Title of Class of Securities)

    88339P101

     (CUSIP Number)

    August 26, 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)

     

     

     

    1              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 disclosures provided in a prior cover page.

    The information required on 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).

     

    CUSIP No. 88339P101

     

      1   NAME OF REPORTING PERSON  
             
            PHILOTIMO FUND, LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         3,200,002  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              3,200,002  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            3,200,002  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            2.9%  
      12   TYPE OF REPORTING PERSON  
             
            IA, PN  

      

    2

    CUSIP No. 88339P101

      1   NAME OF REPORTING PERSON  
             
            PHILOTIMO FOCUSED GROWTH AND INCOME FUND  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         2,300,833  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              2,300,833  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,300,833  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            2.1%  
      12   TYPE OF REPORTING PERSON  
             
            IA, OO  

      

    3

    CUSIP No. 88339P101

     

      1   NAME OF REPORTING PERSON  
             
            KANEN WEALTH MANAGEMENT, LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            FLORIDA  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         6,429,947  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              6,429,947  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            6,429,947  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            5.9%  
      12   TYPE OF REPORTING PERSON  
             
            IA, OO  

      

    4

    CUSIP No. 88339P101

     

      1   NAME OF REPORTING PERSON  
             
            DAVID L. KANEN  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY        

    19,590

     
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         6,429,947  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              19,590  
        8   SHARED DISPOSITIVE POWER  
               
              6,429,947  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            6,449,537  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            5.9%  
      12   TYPE OF REPORTING PERSON  
             
            IN  

      

    5

    CUSIP No. 88339P101

     

    Item 1(a).Name of Issuer:

     

    The RealReal, Inc.

     

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

     

    55 Francisco Street, Suite 150, San Francisco, California 94133.

     

    Item 2(a).Name of Person Filing

     

    This statement is filed by Philotimo Fund LP, a Delaware limited partnership (“Philotimo”), Philotimo Focused Growth and Income Fund, a series of World Funds Trust and a Delaware statutory trust (“PHLOX”), Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”) and David L. Kanen. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

     

    KWM is the general partner of Philotimo and the investment manager of PHLOX and certain separately managed accounts (the “Managed Accounts”). Mr. Kanen serves as the managing member of KWM. By virtue of these relationships, KWM may be deemed to beneficially own the Shares (as defined below) owned by Philotimo, PHLOX and the Managed Accounts while Mr. Kanen may be deemed to beneficially own the Shares owned by each of Philotimo, PHLOX, KWM and the Managed Accounts. Mr. Kanen may also be deemed to beneficially own the Shares held by his immediate family.

     

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

     

    The principal business address of each of Philotimo, KWM, PHLOX and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.

     

    Item 2(c).Citizenship:

     

    Philotimo is organized under the laws of the State of Delaware. PHLOX is organized under the laws of the State of Delaware. KWM is organized under the laws of the State of Florida. Mr. Kanen is a citizen of the United States of America.

     

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

     

    Common stock, par value $0.00001 (the “Shares”).

     

    Item 2(e).CUSIP Number:

     

    88339P101

    6

    CUSIP No. 88339P101

     

    Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

     

        /x/ Not applicable.
           
      (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) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
           
      (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

     

    Item 4.Ownership.

     

    (a)Amount beneficially owned:

     

    As of the close of business on September 5, 2024:

     

    (i)Philotimo beneficially owned 3,200,002 Shares;

     

    (ii)PHLOX beneficially owned 2,300,833 Shares;

     

    (iii)

    KWM beneficially owned 6,429,947 Shares (including 929,112 Shares held in the Managed Accounts); and

     

    (iv)

    Mr. Kanen beneficially owned 6,449,537 Shares (including 929,112 Shares held in the Managed Accounts and 19,590 Shares directly owned by Mr. Kanen and a member of his immediate family).

     

    (b)Percent of class:

     

    The aggregate percentage of the Shares reported owned by each person named herein is based upon 108,498,205 Shares outstanding as of August 1, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024.

    7

    CUSIP No. 88339P101

     

    As of the close of business on September 5, 2024:

     

    (i)Philotimo may be deemed to beneficially own approximately 2.9% of the outstanding Shares;

     

    (ii)PHLOX may be deemed to beneficially own approximately 2.1% of the outstanding Shares;

     

    (iii)KWM may be deemed to beneficially own approximately 5.9% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Managed Accounts); and

     

    (iv)Mr. Kanen may be deemed to beneficially own approximately 5.9% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Managed Accounts).

     

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

     

    (i)Sole power to vote or to direct the vote

     

    See Cover Pages Items 5-9.

     

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

     

    See Cover Pages Items 5-9.

     

    (iii)Sole power to dispose or to direct the disposition of

     

    See Cover Pages Items 5-9.

     

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

     

    See Cover Pages Items 5-9.

     

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

     

    If this 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.

     

    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.

     

    See Exhibit 99.1.

    8

    CUSIP No. 88339P101

     

    Item 9.Notice of Dissolution of Group.

     

    Not Applicable.

     

    Item 10.Certifications.

     

    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.

    9

    CUSIP No. 88339P101

    SIGNATURE

    After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date: September 5, 2024

      Kanen Wealth Management, LLC
       
      By:

    /s/ David L. Kanen

        Name: David L. Kanen
        Title: Managing Member

     

     

      Philotimo Fund, LP
       
      By: Kanen Wealth Management, LLC, its general partner
         
      By:

    /s/ David L. Kanen

        Name: David L. Kanen
        Title: Managing Member

     

     

      Philotimo Focused Growth and Income Fund
       
      By: Kanen Wealth Management, LLC, its investment manager
         
      By:

    /s/ David L. Kanen

        Name: David L. Kanen
        Title: Managing Member
           
           
     

    /s/ David L. Kanen

      David L. Kanen

     

    10

     

     

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      4/A - TheRealReal, Inc. (0001573221) (Issuer)

      3/25/24 4:36:04 PM ET
      $REAL
      Other Specialty Stores
      Consumer Discretionary

    $REAL
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    • The RealReal Announces First Quarter 2025 Results

      Q1 2025 Revenue of $160 million, up 11% Year-Over-YearQ1 2025 Net Income of $62 million including $80 million of non-cash gainsQ1 2025 Adjusted EBITDA of $4.1 million improved $6.4 million Year-Over-Year SAN FRANCISCO, May 08, 2025 (GLOBE NEWSWIRE) -- The RealReal, Inc. (NASDAQ:REAL)—the world's largest online marketplace for authenticated, resale luxury goods—today reported financial results for its first quarter ended March 31, 2025. First quarter 2025 gross merchandise value (GMV) and total revenue increased 9% and 11%, respectively, compared to the first quarter of 2024. During the quarter, gross margin of 75.0% improved 40 basis points compared to the same period in 2024. First quart

      5/8/25 4:05:00 PM ET
      $REAL
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      Consumer Discretionary
    • The RealReal Announces Timing of Its First Quarter 2025 Earnings Conference Call

      SAN FRANCISCO, April 17, 2025 (GLOBE NEWSWIRE) -- The RealReal (NASDAQ:REAL)—the world's largest online marketplace for authenticated, resale luxury goods—today announced that it will release its financial results for the first quarter, ended March 31, 2025, after the market closes on May 8, 2025. The RealReal will host a conference call at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to review its financial results. A live webcast of the conference call will be available online at investor.therealreal.com. The archived webcast will be available shortly after the call at the same location. To access the conference call by phone, participants will need to register to obtain a dial-in

      4/17/25 4:41:58 PM ET
      $REAL
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    • The RealReal Announces Fourth Quarter and Full Year 2024 Results

      Fourth quarter revenue of $164 million, up 14% year-over-year, a record high for the company2024 Net Loss of $134 million improved $34 million year-over-year, resulting in positive $9 million of Adjusted EBITDA2024 Operating Cash Flow of positive $27 million, increased $88 million year-over year, resulting in positive Free Cash Flow for the year SAN FRANCISCO, Feb. 20, 2025 (GLOBE NEWSWIRE) -- The RealReal, Inc. (NASDAQ:REAL)—the world's largest online marketplace for authenticated, resale luxury goods—today reported financial results for its fourth quarter and full year ended December 31, 2024. Fourth quarter 2024 gross merchandise value (GMV) and total revenue increased 12% and

      2/20/25 4:05:43 PM ET
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    Large Ownership Changes

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    • SEC Form SC 13D filed by The RealReal Inc.

      SC 13D - TheRealReal, Inc. (0001573221) (Subject)

      11/1/24 9:00:48 AM ET
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    • Amendment: SEC Form SC 13G/A filed by The RealReal Inc.

      SC 13G/A - TheRealReal, Inc. (0001573221) (Subject)

      10/1/24 4:17:51 PM ET
      $REAL
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    • SEC Form SC 13G filed by The RealReal Inc.

      SC 13G - TheRealReal, Inc. (0001573221) (Subject)

      9/5/24 4:09:09 PM ET
      $REAL
      Other Specialty Stores
      Consumer Discretionary