Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

BROOKFIELD REINSURANCE LTD.

Date: December 14, 2022

/s/ Thomas Corbett

Name: Thomas Corbett

Title: Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of: December 2022

Commission File Number: 001-40509

BROOKFIELD REINSURANCE LTD.

(Name of Registrant)

Wellesley House South, 2nd Floor

90 Pitts Bay Road

Pembroke, Bermuda HM08

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Exhibit Index


Exhibit		Description of Exhibit

99.1		Certificate of Change of Name

99.2		Notice of Change in Corporate Structure

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.2

Notice of Change in Corporate Structure

(In accordance with section 4.9 of National Instrument 51-102)

Item 1.

Names of the parties to the transaction

Brookfield Reinsurance Ltd. (formerly known as Brookfield Asset Management Reinsurance Partners Ltd.)

Item 2.

Description of the transaction

On December 9, 2022, Brookfield Reinsurance Ltd. (formerly known as Brookfield Asset Management Reinsurance Partners Ltd.) announced that it had changed its name to “Brookfield Reinsurance Ltd.” (the “Name Change”). As a result of the Name Change, the Company’s class A exchangeable shares listed on each of the New York Stock Exchange and the Toronto Stock Exchange began trading under the name Brookfield Reinsurance Ltd. and the trading symbol “BNRE” at market open on December 14, 2022. Brookfield Reinsurance Ltd.’s class A exchangeable shares continue to be the economic equivalent of class A limited voting shares of Brookfield Corporation (formerly Brookfield Asset Management Inc.) and remain exchangeable on a one for one basis.

A news release with respect to the material change summarized in this material change report was issued by Brookfield Reinsurance Ltd. on December 9, 2022 through the facilities of GlobeNewswire and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the news release is available on SEDAR at www.sedar.com.

Item 3.

Effective date of the transaction

December 9, 2022

Item 4.

Names of each party that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity

Not applicable.

Item 5.

Date of the reporting issuer’s first financial year-end subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

Not applicable.

Item 6.

The periods, including the comparative periods, if any, of the interim financial reports and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

Not applicable.

Item 7.

The filed documents that described the transaction and where those documents may be found in electronic format (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

Not applicable.

Dated: December 14, 2022.

This regulatory filing also includes additional resources:
d409626dex991.pdf

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