| Item 7.01. | Regulation FD Disclosure. |
On March 2, 2021, The RealReal, Inc. (the “Company”) issued a press release announcing its intention to offer $250.0 million aggregate principal amount of convertible notes due 2028 (the “notes”). The full text of the press release is furnished hereto as Exhibit 99.1.
As discussed in the attached press release, in connection with the offering of the notes, the Company expects to use the proceeds from the offering to fund the net cost of entering into capped call transactions and for working capital and general corporate purposes.
As discussed in the attached press release, in connection with the offering of the notes, the Company expects to enter into capped call transactions with one or more financial institutions, which may include the initial purchasers or their affiliates.
The information furnished with this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Some of the statements in Item 7.01 of this Form 8-K are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the proposed terms of the notes, the size of the notes offering, including the option to purchase additional notes, whether the Company will enter into and the extent, and potential effects, of the capped call transactions and the expected use of the proceeds from the sale of the notes, and other statements that are not historical fact; and any statements using the terms “may,” “will,” “should,” “could,” “expect,” “plan,” anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in Item 7.01 of this Form 8-K. The forward-looking statements in Item 7.01 of this Form 8-K speak only as of the date of this Form 8-K and are subject to uncertainty and changes. Given these circumstances, you should not place undue reliance on these forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such forward-looking statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
| Item 9.01. | Financial Statements and Exhibits. |
