As filed with the Securities and Exchange Commission on March 20, 2024.
Registration No. 333-264628
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
FS CREDIT REAL ESTATE INCOME TRUST, INC.
(Exact name of registrant as specified in governing instruments)
201 Rouse Boulevard
Philadelphia, PA 19112
(215) 495-1150
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Michael C. Forman
FS Credit Real Estate Income Trust, Inc.
201 Rouse Boulevard
Philadelphia, PA 19112
(215) 495-1150
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jason W. Goode
Lindsey L.G. Magaro
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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, 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. 333-264628
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 (Registration No. 333-264628) is filed pursuant to Rule 462(d) 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 PROSPECTUS
Item 36. Financial Statements and Exhibits.
(b) Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. | Description | |
23.1* | Consent of Ernst & Young LLP | |
* | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Philadelphia, Commonwealth of Pennsylvania, on March 20, 2024.
FS CREDIT REAL ESTATE INCOME TRUST, INC. | ||
By: | /s/ Michael C. Forman | |
Michael C. Forman | ||
Chief Executive Officer, President and Chairman |
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 dates indicated:
Signature | Title | Date | ||
/s/ Michael C. Forman Michael C. Forman | Chief Executive Officer, President and Chairman (Principal Executive Officer) | March 20, 2024 | ||
/s/ Christopher Condelles Christopher Condelles | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 20, 2024 | ||
* Jeffrey Krasnoff | Director | March 20, 2024 | ||
* David J. Adelman | Director | March 20, 2024 | ||
* Ryan N. Boyer | Independent Director | March 20, 2024 | ||
* James W. Brown | Independent Director | March 20, 2024 | ||
* Karen D. Buchholz | Independent Director | March 20, 2024 | ||
* Terence J. Connors | Independent Director | March 20, 2024 | ||
* John A. Fry | Independent Director | March 20, 2024 | ||
* David Schiff | Independent Director | March 20, 2024 |
*By: | /s/ Michael C. Forman | |
Michael C. Forman Attorney-in-fact |