As filed with the Securities and Exchange Commission on March 18, 2026
Registration No. 333-282789
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3 to
Form S-11
FOR REGISTRATION
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Brookfield Real Estate Income Trust Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
225 Liberty Street, 8th Floor
New York, NY 10280
(212) 417-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Brookfield REIT Adviser LLC
Michelle L. Campbell
225 Liberty Street, 8th Floor
New York, NY 10280
(212) 417-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Jason W. Goode
Lindsey L. G. Magaro
Alston & Bird LLP
1201 W. Peachtree Street NW
Atlanta, GA 30309
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-282789
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging Growth Company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 (No. 333-282789) is filed pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended, solely to add exhibits not previously filed with respect to such Registration Statement.
PART II
Information Not Required in the Prospectus
Item 36. Financial Statements and Exhibits.
2. Exhibits.
The following exhibits are filed as part of this registration statement:
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 18th day of March, 2026.
| Brookfield Real Estate Income Trust Inc. | ||
| By: | /s/ Brian W. Kingston | |
| Brian W. Kingston | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the 18th day of March, 2026.
| Signature | Title | |
| /s/ Brian W. Kingston Brian W. Kingston |
Brian W. Kingston Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | |
| /s/ Theodore C. Hanno Theodore C. Hanno |
Theodore C. Hanno Chief Financial Officer (Principal Financial and Accounting Officer) | |
| * Lori-Ann Beausoleil |
Lori-Ann Beausoleil Director | |
| * Richard W. Eaddy |
Richard W. Eaddy Director | |
| * Thomas F. Farley |
Thomas F. Farley Director | |
| * Robert L. Stelzl |
Robert L. Stelzl Director | |
| * Lis S. Wigmore |
Lis S. Wigmore Director | |
| * By: | /s/ Michelle L. Campbell | |
| Michelle L. Campbell | ||
| Attorney-in-fact |