Post-Effective Amendment to Registration Statement by Investment Company (Form 486BPOS)

As filed with the Securities and Exchange Commission on January 23, 2026

Securities Act File No. 333-292756

1940 Act File No. 811-23791

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
	Pre-Effective Amendment No. __	¨
	Post-Effective Amendment No. 1	x
	and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
	Amendment No. 9	x

FIRST TRUST PRIVATE ASSETS 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 COMMENCEMENT OF PROPOSED PUBLIC OFFERING:

AS SOON AS PRACTICABLE AFTER THE DATE ON WHICH THIS REGISTRATION STATEMENT BECOMES EFFECTIVE

¨

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

x

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)

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.

x

immediately upon filing pursuant to paragraph (b)

¨

on (date) 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] [registration statement].

¨

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:

x

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 and Exchange Act of 1934).

¨

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.

¨

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Explanatory Note

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-292756 and 811-23791) of First Trust Private Assets Fund (the "Registration Statement") is solely to update Item 25 of Part C of the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 25(n)(1) and (n)(2) of Part C. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C, including all exhibits identified as incorporated by reference herein. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Parts A and B of the Registration Statement, which were previously filed on January 15, 2026, are incorporated by reference herein. Pursuant to Rule 486(b) under the Securities Act of 1933, as amended, this Post-Effective Amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

PART C: OTHER INFORMATION

FIRST TRUST PRIVATE ASSETS FUND

(the "Registrant")

Item 25.

Financial Statements and Exhibits

(1)

Financial Statements:

The audited financial statements of the Registrant for the fiscal period ended March 31, 2025, including the report of Ernst & Young LLP, the Registrant's independent registered public accounting firm, are incorporated by reference to N-CSR (Reg. 811-23791) as previously filed on June 9, 2025.

The Fund's semi-annual financial statements for the fiscal period ended September 30, 2025 (the "2025 Semi-Annual Report") are unaudited. The 2025 Semi-Annual Report is included at Appendix C to Part B of the Registration Statement, which is incorporated by reference to the Registration Statement previously filed on January 15, 2026.

(2)

Exhibits

(a)(1)

Amended and Restated Agreement and Declaration of Trust is incorporated by reference to Exhibit (a)(1) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 28, 2023.

(a)(2)

Certificate of Trust is incorporated by reference to Exhibit (a)(2) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on April 12, 2022.

(b)

Amended and Restated By-Laws is incorporated by reference to Exhibit (b) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 29, 2024.

(c)

Not applicable.

(d)

Refer to Exhibit (a)(1), (b).

(e)

Not applicable.

(f)

Not applicable.

(g)

Investment Management Agreement is incorporated by reference to Exhibit (g) to Registrant's Registration Statement on Form N-2 Reg. No. 811-23791) as previously filed on December 27, 2022.

(h)(1)

Distribution Agreement is incorporated by reference to Exhibit (h)(1) to Registrant's Registration Statement on Form N-2 Reg. No. 811-23791) as previously filed on December 27, 2022.

(h)(2)

Shareholder Service Plan is incorporated by reference to Exhibit (h)(2) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on April 12, 2022.

(i)

Not applicable.

(j)

Amended and Restated Custody Agreement dated April 1, 2022 is incorporated by reference to Exhibit (j) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 28, 2023.

(k)(1)

Administration, Fund Accounting and Recordkeeping Agreement dated March 31, 2022 is incorporated by reference to Exhibit (k)(1) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 28, 2023.

(k)(2)

Amended and Restated Expense Limitation and Reimbursement Agreement is incorporated by reference to Exhibit (k)(2) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.

(k)(3)

Joint Insured Bond Agreement is incorporated by reference to Exhibit (k)(3) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.

(k)(4)

Joint Liability Insurance Agreement is incorporated by reference to Exhibit (k)(4) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.

(k)(5)

Platform Management Agreement dated March 31, 2022 is incorporated by reference to Exhibit (k)(5) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 28, 2023.

(k)(6)

Escrow Agreement is incorporated by reference to Exhibit (k)(6) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 28, 2023.

	(k)(7)	Credit Agreement dated April 1, 2024 is incorporated by reference to Exhibit (k)(7) to the Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on July 29, 2024.
	(k)(8)	Second Amendment to Credit Agreement (Redacted) dated as of June 26, 2025 , by and between Registrant and Tristate Capital Bank is incorporated by reference to Exhibit (k)(8) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.
	(k)(9)	Third Amendment to Credit Agreement (Redacted) dated as of September 24, 2025, by and between Registrant and Tristate Capital Bank is incorporated by reference to Registrant's Registration Statement on Form N-2 (Reg. No 811-23791) as previously filed on January 15, 2026.

	(l)(1)	Opinion and Consent of Faegre Drinker Biddle & Reath LLP is incorporated by reference to Exhibit (l)(1) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on December 27, 2022.
	(l)(2)	Consent of Faegre Drinker Biddle & Reath LLP is incorporated by reference to Registrant's Registration Statement on Form N-2 (Reg. No 811-23791) as previously filed on January 15, 2026.
	(l)(3)	Opinion of Faegre Drinker Biddle & Reath LLP is incorporated by reference to Registrant's Registration Statement on Form N-2 (Reg. No 811-23791) as previously filed on January 15, 2026.

(m)

Not applicable.

	(n)(1)	Consent of Ernst & Young L.P.*
	(n)(2)	Consent of Grant Thornton LLP*

(o)

Not applicable.

(p)

Not applicable.

(q)

Not applicable.

(r)(1)

Code of Ethics of Registrant is incorporated by reference to Exhibit (r)(1) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on April 12, 2022.

(r)(2)

Code of Ethics of First Trust Capital Management L.P. is incorporated by reference to Exhibit (r)(2) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.

(r)(3)

Code of Ethics of First Trust Portfolios L.P. is incorporated by reference to Exhibit (r)(3) to the Registrant's Registration Statement on Form N- 2 (Reg. No. 811-23791) as previously filed on July 28, 2025.

(s)

Calculation of Filing Fees Tables is incorporated by reference to Registrant's Registration Statement on Form N-2 (Reg. No 811-23791) as previously filed on January 15, 2026.

(t)

Powers of Attorney are incorporated by reference to Exhibit (t) to Registrant's Registration Statement on Form N-2 (Reg. No. 811-23791) as previously filed on April 12, 2022.

* Previously filed on January 15, 2026.

Item 26.

Marketing Arrangements

Not applicable.

Item 27.

Other Expenses of Issuance and Distribution of Securities Being Registered

All figures are estimates:

Audit		$	98,664
Blue sky fees		$	34,861
Fund services expense		$	23,681
Legal		$	59,174
Printing fees		$	46,925
Registration fees		$	13,810
Trustees' fees and expenses		$	60,000
		$	337,115

Item 28.

Persons Controlled by or Under Common Control With Registrant

The Board of Trustees of the Registrant is identical or substantially identical to the board of trustees and/or board of managers and/or board of directors of certain other funds. Nonetheless, the Registrant takes the position that it is not under common control with the other funds since the power residing in the respective boards arises as a result of an official position with the respective funds.

Item 29.

Number of Holders of Securities

Title of Class		Number of Shareholders*
FTPAX			411

*

As of December 31, 2025.

Item 30.

Indemnification

Sections 8.1-8.5 of Article VIII of the Registrant's Agreement and Declaration of Trust states:

Section 8.1          Limitation of Liability. Neither a Trustee nor an officer of the Trust, when acting in such capacity, shall be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust, any Trustee or any officer of the Trust. Neither a Trustee nor an officer of the Trust shall be liable for any act or omission in his capacity as Trustee or as an officer of the Trust, or for any act or omission of any other officer or any employee of the Trust or of any other person or party, provided that nothing contained herein or in the Act shall protect any Trustee or officer against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or the duties of such officer hereunder.

Section 8.2          Indemnification. The Trust shall indemnify each of its Trustees, officers and persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each a "Covered Person"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants' and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative, regulatory, or legislative body, in which he may be involved or with which he may be threatened, while as a Covered Person or thereafter, by reason of being or having been such a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person's office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as "Disabling Conduct"). Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of (a) an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII and (b) any of (i) such Covered Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Covered Person ultimately will be found entitled to indemnification.

Section 8.3          Indemnification Determinations. Indemnification of a Covered Person pursuant to Section 8.2 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Covered Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Covered Person was not liable by reason of Disabling Conduct.

Section 8.4          Indemnification Not Exclusive. The right of indemnification provided by this Article VIII shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VIII, "Covered Person" shall include such person's heirs, executors and administrators, and a "disinterested, non-party Trustee" is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

Section 8.5          Shareholders. Each Shareholder of the Trust and each Class shall not be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Class. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.

In case any Shareholder or former Shareholder of any Class shall be held to be personally liable solely by reason of his being or having been a Shareholder of such Class and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Class, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Class and satisfy any judgment thereon from the assets of the Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Classes whose Shares were held by said Shareholder at the time the act or event occurred that gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.

Additionally, the Registrant's various agreements with its service providers contain indemnification provisions.

Item 31.

Business and Other Connections of Investment Adviser

Information as to the directors and officers of the Registrant's investment adviser, First Trust Capital Management L.P. (the "Investment Adviser"), together with information as to any other business, profession, vocation, or employment of a substantial nature in which the Investment Adviser, and each director, executive officer, managing member or partner of the Investment Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, managing member, partner or trustee, is included in its Form ADV as filed with the Securities and Exchange Commission (File No. 801-122924), and is incorporated herein by reference.

Item 32.

Location of Accounts and Records

All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained at the offices of (1) the Registrant's Administrator, and (2) the Investment Adviser. The address of each is as follows:

1.	UMB Fund Services, Inc.
	235 West Galena Street
	Milwaukee, WI 53212

2.	First Trust Capital Management L.P.
	225 W. Wacker Drive, Suite 2160
	Chicago, IL 60606

Item 33.

Management Services

Not applicable.

Item 34.

Undertakings

1.              Not applicable.

2.              Not applicable.

3.              The Registrant undertakes (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1)            to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(2)            to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(3)            to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b)            that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)            to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)            that, for the purpose of determining liability under the Securities Act to any purchaser:

(1)            if the Registrant is relying on Rule 430B [17 CFR 230.430B]:

(A)           Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)            Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2)            if the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)            that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1)            any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(2)            free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3)            the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4)            any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4.              Not applicable.

5.              Not applicable.

6.              Not applicable.

7.              The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Prospectus or Statement of Additional Information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago in the State of Illinois on the 23rd day of January, 2026.

	First Trust Private Assets Fund
	By:	/s/ Michael Peck
		Name:	Michael Peck
		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/ Michael Peck		President and Principal Executive Officer		January 23, 2026
Michael Peck
/s/ Chad Eisenberg		Treasurer and Principal Financial Officer		January 23, 2026
Chad Eisenberg
*Terrance P. Gallagher		Trustee		January 23, 2026
Terrance P. Gallagher
*David G. Lee		Trustee		January 23, 2026
David G. Lee
*Robert Seyferth		Trustee		January 23, 2026
Robert Seyferth
*Gary Shugrue		Trustee		January 23, 2026
Gary Shugrue

*By:	/s/ Ann Maurer
	Secretary
	Attorney-In-Fact (pursuant to Power of Attorney)