POS AM 1 tm2619563d1_posam.htm POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2026

REGISTRATION NO.

333-261528

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form F-3 Registration Statement No. 333-261528

UNDER
THE SECURITIES ACT OF 1933

BROOKFIELD CORPORATION

(Exact name of registrant as specified in its charter)

Ontario, Canada

98-0521601

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Brookfield Place

Suite 100

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada M5J 2T3
(416) 363-9491
(Address and Telephone Number of Registrant’s Principal Executive Offices)

Brookfield Asset Management LLC

Brookfield Place

225 Liberty Street, 8th Floor

New York, New York, 10281-1048

(212) 417-7000
(Name, Address and Telephone Number of Agent for Service)

Copies to:
Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036
(212) 880-6000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (“Post-Effective Amendment”) relates to the Registration Statement on Form F-3 (File No. 333-261528) registering the issuance or delivery of up to 60,000,000 Class A Limited Voting Shares (“Class A Shares”) of Brookfield Corporation (formerly Brookfield Asset Management Inc.) (the “Registrant”) upon exchanges of limited partnership units (“OCGH units”) of Oaktree Capital Group Holdings, L.P. (“OCGH”) originally filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on December 7, 2021 and declared effective by the SEC on December 22, 2021 (the “Registration Statement”). This Post-Effective Amendment is being filed by the Registrant to deregister any and all securities of the Registrant registered by the Registrant that remain unsold pursuant to the Registration Statement.

On July 31, 2026, pursuant to a transaction agreement dated as of April 14, 2026, the Registrant and Brookﬁeld Asset Management Ltd. acquired all the remaining common equity interests in OCGH that they did not already own (the “Transaction”).

As a result of the consummation of the Transaction, the offerings of the Class A Shares pursuant to the Registration Statement are being terminated. Accordingly, the Registrant is terminating all offerings of its securities pursuant to the Registration Statement and deregistering the remaining securities registered but unsold under the Registration Statement and hereby terminates the effectiveness of the Registration Statement. The Registrant, by filing this Post-Effective Amendment, hereby removes from registration any and all securities registered but unsold under the Registration Statement and hereby terminates the effectiveness of the Registration Statement. This filing is made in accordance with an undertaking in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that were registered for issuance but remain unsold at the termination of the offering.

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 F-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada on July 31, 2026.

BROOKFIELD CORPORATION

By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Managing Director, Legal & Regulatory and Corporate Secretary

Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement on Form F-3.

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment to the Registration Statement on Form F-3, solely in the capacity of the duly authorized representative of Brookfield Corporation in the United States, on this 31^st day of July, 2026.

BROOKFIELD ASSET MANAGEMENT LLC

By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary