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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Real REMAX Group Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
T. Kaye and J. D'Alessandro Bryan Cave Leighton Paisner LLP, 1700 Lincoln Street, Suite 4100 Denver, CO, 80203 303-861-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/24/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David L. Liniger | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | 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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| 11 | Aggregate amount beneficially owned by each reporting person
5,592,781.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Real REMAX Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
701 Brickell Avenue, 17th Floor, Miami,
FLORIDA
, 33131. |
| Item 2. | Identity and Background |
| (a) | David L. Liniger |
| (b) | 5075 S. Syracuse Street, Denver, CO 80237 |
| (c) | Retired; former Chairman of the Board of RE/MAX Holdings, Inc. |
| (d) | Not applicable |
| (e) | Not applicable |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 24, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 26, 2026 (the "Merger Agreement"), by and among RE/MAX Holdings, Inc. ("RE/MAX"), The Real Brokerage Inc., Real REMAX Group Inc. (formerly known as Rome Wildlife, Inc.) ("Real"), Wildlife Acquisition I Corp. ("Merger Sub I"), Wildlife Acquisition II LLC ("Merger Sub II") and 1587802 B.C. Unlimited Liability Company, Merger Sub I merged with and into RE/MAX (the "First Merger"), with RE/MAX surviving the First Merger as a wholly owned subsidiary of the Issuer, and RE/MAX merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Real.
Pursuant to the Merger Agreement, each share of Class A Common Stock of RE/MAX held by the Reporting Person immediately prior to the effective time of the First Merger was converted into the right to receive, without interest and at the Reporting Person's election, 0.5150 shares of Real's common stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired shares of the Issuer in connection with the transactions contemplated by the Merger Agreement. The Reporting Person may sell, transfer or otherwise dispose of shares of the Issuer in his sole discretion and at such times as he deems convenient. Except as otherwise disclosed herein, the Reporting Person has no current plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and/or (ii) change their position with respect to, or consider or propose one or more of the actions described in, subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of August 24, 2026, the Reporting Person beneficially owns 5,592,781 shares of the Issuer's common stock, representing 15.3% of the issued and outstanding shares of the Issuer's common stock, based on 36,563,000 shares of common stock outstanding as of August 24, 2026. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The Reporting Person acquired all of the shares of the Issuer's common stock beneficially owned by him on August 24, 2026, in connection with the consummation of the transactions contemplated by the Merger Agreement. The Reporting Person surrendered 10,859,772 shares of Series A common stock of RE/MAX in exchange for 5,592,781 shares of the Issuer's common stock. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information in Item 3 and Item 4 is incorporated by reference herein.
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Arrangement Agreement and Plan of Merger, dated as of April 26, 2026, by and among Real REMAX Group Inc. (formerly known as Rome Wildlife, Inc.), The Real Brokerage Inc., RE/MAX Holdings, Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited Liability Company (incorporated by reference to Exhibit 2.1 to The Real Brokerage's Current Report on Form 6-K, filed with the SEC on April 28, 2026) |
| 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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