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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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TheRealReal, Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value (Title of Class of Securities) |
88339P101 (CUSIP Number) |
09/10/2025 (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
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| CUSIP No. | 88339P101 |
| 1 | Names of Reporting Persons
Woodson Capital Management, LP | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 88339P101 |
| 1 | Names of Reporting Persons
Woodson Capital Master Fund, LP | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,237,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 88339P101 |
| 1 | Names of Reporting Persons
Woodson Capital General Partner, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00 | ||||||||
| 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)
3.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 88339P101 |
| 1 | Names of Reporting Persons
Woodson Capital GP, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00 | ||||||||
| 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)
3.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 88339P101 |
| 1 | Names of Reporting Persons
James Woodson Davis | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00 | ||||||||
| 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)
3.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TheRealReal, Inc. | |
| (b) | Address of issuer's principal executive offices:
55 Francisco St, Suite 400, San Francisco, CA 94133 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Woodson Capital Master Fund, LP, a Cayman Islands exempted company ("Woodson Master "), with respect to the Shares held by it;
(ii) Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of Woodson Master (the "Fund General Partner"), with respect to the Shares held by Woodson Master and other private funds;
(iii) Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of Woodson Master (the "Investment Manager"), with respect to the Shares held by Woodson Master and other private funds;
(iv) Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "Investment Manager General Partner"), with respect to the Shares held by Woodson Master and other private funds; and
(v) James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner ("Woodson"), with respect to the Shares held by Woodson Master and other private funds. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 282 Railroad Avenue, Floor 2, Greenwich, CT 06830; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104 Cayman Islands. | |
| (c) | Citizenship:
The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00001 par value | |
| (e) | CUSIP No.:
88339P101 | |
| 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:
3,500,000 | |
| (b) | Percent of class:
3.04% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
3,500,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
3,500,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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