08/28/2026 | Press release | Distributed by Public on 08/28/2026 10:30
As filed with the Securities and Exchange Commission on August 28, 2026
Securities Act File No. 333-265070
1940 Act File No. 811-23806
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
| Pre-Effective Amendment No. | ☐ |
| Post-Effective Amendment No. 7 | ☒ |
| and |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
| Amendment No. 8 | ☒ |
PENDER REAL ESTATE CREDIT FUND
(Exact Name of Registrant as Specified in Charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of Principal Executive Offices)
414-299-2270
(Registrant's Telephone Number)
Ann Maurer
235 West Galena Street
Milwaukee, WI 53212
(Name and Address of Agent for Service)
Copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
215-988-2700
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the effective date of this Registration Statement.
| ☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
| ☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan. |
| ☐ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
| ☐ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
| ☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box)
| ☐ | when declared effective pursuant to Section 8(c) of the Securities Act |
The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.
|
☐ |
immediately upon filing pursuant to paragraph (b) |
| ☒ | on September 30, 2026 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a) |
| ☐ | on (date) pursuant to paragraph (a) |
If appropriate, check the following box:
| ☒ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| ☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____. |
| ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____. |
| ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____. |
| Check each box that appropriately characterizes the Registrant: | |
| ☒ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")). |
| ☐ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| ☒ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| ☐ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| ☐ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act"). |
| ☐ | 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 Securities Act. |
| ☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 7 to Pender Real Estate Credit Fund's (the "Fund" or the "Registrant") registration statement on Form N-2 (the "Registration Statement") is being filed pursuant to paragraph (b)(1)(iii) of Rule 486 under the Securities Act of 1933, as amended (the "1933 Act"), solely for the purpose of delaying, until September 30, 2026, the effectiveness of the Registrant's Registration Statement filed in Post-Effective Amendment No. 6 on July 2, 2026 ("PEA No. 6"), pursuant to paragraph (a) of Rule 486 under the 1933 Act. Since no other changes are intended to be made to PEA No. 6 by means of this filing, Parts A, B and C of PEA No. 6 are incorporated herein by reference.
PART A - PROSPECTUS
The Fund's prospectus is incorporated herein by reference to PEA No. 6.
PART B - STATEMENT OF ADDITIONAL INFORMATION
The Fund's statement of additional information is incorporated herein by reference to PEA No. 6.
PART C - OTHER INFORMATION
Part C is incorporated herein by reference to PEA No. 6.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness pursuant to Rule 486(b) under the Securities Act of 1933, as amended, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles in the State of California on the 28th day of August 2026.
| Pender Real Estate Credit Fund | ||
| By: | /s/ Cory Johnson | |
| Name: | Cory Johnson | |
| Title: | President and Principal Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| /s/ Cory Johnson | President and Principal Executive Officer | August 28, 2026 | ||
| Cory Johnson | ||||
| /s/ Madeline Arment | Treasurer and Principal Financial Officer | August 28, 2026 | ||
| Madeline Arment | ||||
| *Terrance P. Gallagher | Trustee | August 28, 2026 | ||
| Terrance P. Gallagher | ||||
| *David G. Lee | Trustee | August 28, 2026 | ||
| David G. Lee | ||||
| *Robert Seyferth | Trustee | August 28, 2026 | ||
| Robert Seyferth | ||||
| *Gary E. Shugrue | Trustee | August 28, 2026 | ||
| Gary E. Shugrue |
| *By: | /s/ Ann Maurer | |
|
Ann Maurer Attorney-In-Fact (pursuant to Power of Attorney) |