Post Effective Amendment to Registration Statement Form POS EX

As filed with the Securities and Exchange Commission on October 1, 2024

Registration No. 333-255557

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 8 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)

250 Vesey Street, 15^th Floor

New York, NY 10281

(212) 417-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Brookfield REIT Adviser LLC

250 Vesey Street, 15^th Floor

Michelle L. Campbell

New York, NY 10281

(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. 333-255557

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. 8 to the Registration Statement on Form S-11 (No. 333-255557) 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:

Exhibit Number		Description
10.1		Second Amended and Restated Advisory Agreement, dated October 1, 2024, by and among Brookfield Real Estate Income Trust Inc., Brookfield REIT Operating Partnership L.P. and Brookfield REIT Adviser LLC (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 1, 2024 and incorporated herein by reference)
10.2		Fourth Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P., dated September 25, 2024 (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 1, 2024 and incorporated herein by reference)
10.3		DST Dealer Manager Agreement, dated October 1, 2024, by and among Brookfield Real Estate Exchange LLC, Brookfield Oaktree Wealth Solutions LLC and Brookfield REIT Operating Partnership L.P. (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on October 1, 2024 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 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 October 1, 2024.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the following capacities on the October 1, 2024.

Signature		Title
* 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/ Dana E. Petito
	Dana E. Petito Attorney-in-fact