POS EX

As filed electronically with the Securities and Exchange Commission on or about November 28, 2023

Registration No. 333-272953

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[ ] Pre-Effective Amendment No. __ [X] Post-Effective Amendment No. 1

FIRST TRUST EXCHANGE-TRADED FUND VIII

(Exact Name of Registrant as Specified in Charter)

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

(Address of Principal Executive Offices) (Zip Code)

(630) 765-8000

(Registrant’s Area Code and Telephone Number)

W. Scott Jardine
First Trust Advisors L.P.
120 East Liberty Drive
Suite 400

Wheaton, Illinois 60187

(Name and Address of Agent for Service)

With copies to:

Eric F. Fess
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606

TITLE OF SECURITIES BEING REGISTERED:

Shares of beneficial interest ($0.01 par value per share) of
First Trust Active Global Quality Income ETF, a Series of the Registrant.

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

No filing fee is required because of reliance on Section 24(f) and an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this amendment is to file final exhibits in connection with the reorganization by and between First Trust Dynamic Europe Equity Income Fund and First Trust Exchange-Traded Fund VIII, on behalf of its series, the First Trust Active Global Quality Income ETF, which was consummated on November 21, 2023.

The Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on September 5, 2023 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-272953), are incorporated herein by reference. 

ITEM 15: INDEMNIFICATION

Section 9.5 of the Registrant’s Declaration of Trust provides as follows:

Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees, or agents of another organization in which the Trust has an interest as a shareholder, creditor, or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit, or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee, or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.

To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative, or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

ITEM 16: EXHIBITS

The following exhibits are filed herewith as part of this Registration Statement or incorporated herein by reference.

(1) (a) Amended and Restated Declaration of Trust of the Registrant is incorporated by reference to the Post-Effective Amendment No. 10 filed on Form N-1A (File No. 333-210186) for Registrant on December 29, 2017.

(b) Amended and Restated Establishment and Designation of Series is incorporated by reference to the Post-Effective Amendment No. 396 filed on Form N-1A (File No. 333-210186) for Registrant on May 12, 2023.

(2) By-Laws of the Registrant is incorporated by reference to the Registrant’s Registration Statement on Form N-1A (File No. 333-210186) filed on March 14, 2016.

(3) Not applicable.

(4) Agreement and Plan of Reorganization (included in the Proxy Statement/Prospectus as Exhibit A thereto) is incorporated by reference to the Registrant’s Registration Statement on Form N-14 (File No. 333-272953) on August 28, 2023.

(5) Not applicable.

(6) (a) Investment Management Agreement, dated January 12, 2023, is incorporated by reference to the Post-Effective Amendment No. 371 filed on Form N-1A (File No. 333-210186) for Registrant on January 12, 2023.

(b) Amended Schedule A to Investment Management Agreement between Registrant and First Trust Advisors L.P. is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(c) Investment Sub-Advisory Agreement between Registrant, First Trust Advisors L.P., and Janus Henderson Investors US LLC, is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November

(7) (a) Distribution Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(b) Exhibit A to Distribution Agreement by and between the Registrant and First Trust Portfolios L.P. is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(8) Not applicable.

(9) (a) Custody Agreement between the Registrant and The Bank of New York Mellon Corporation is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(b) Schedule I to Custody Agreement between the Registrant and The Bank of New York Mellon Corporation is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(c) Schedule II to Custody Agreement between the Registrant and The Bank of New York Mellon Corporation is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(10) (a) 12b-1 Service Plan is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(b) Exhibit A to 12b-1 Service Plan is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(11) Opinion and Consent of Morgan, Lewis & Bockius LLP is incorporated by reference to the filing on Form N-14 (File No. 333-272953) for Registrant on June 27, 2023.

(12) Opinion and Consent of Chapman and Cutler LLP supporting the tax matters discussed in the Proxy Statement/Prospectus is incorporated by reference to the filing on Form N-14 (File No. 333-272953) for Registrant on June 27, 2023.

(13) (a) Administration and Accounting Agreement between the Registrant and The Bank of New York Mellon Corporation is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(b) Amendment to Exhibit A of the Administration and Accounting Agreement is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(c) Transfer Agency and Service Agreement between the Registrant and The Bank of New York Mellon Corporation is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(d) Amendment to Exhibit A of the Transfer Agency Agreement is incorporated by reference to the Post-Effective Amendment No. 434 filed on Form N-1A (File No. 333-210186) for Registrant on November 16, 2023.

(e) Form of Subscription Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(f) Form of Participant Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016.

(14) Consent of Independent Registered Public Accounting Firm for First Trust Dynamic Europe Equity Income Fund is incorporated by reference to the Registrant’s Registration Statement on Form N-14 (File No. 333-272953) on August 28, 2023.

(15) Not applicable.

(16) (a) Powers of Attorney for Messrs. Bowen, Erickson, Kadlec, Keith and Nielson and Ms. Keefe authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute the Registration Statement, are incorporated by reference to the filing on Form N-14 (File No. 333-272953) for Registrant on June 27, 2023.

(b) Power of Attorney for Ms. Wright authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute the Registration Statement is filed herewith.

(17) First Trust Dynamic Europe Equity Income Fund Proxy Card is incorporated by reference to the filing on Form N-14 (File No. 333-272953) for Registrant on June 27, 2023.

_______________

ITEM 17: UNDERTAKINGS

(1)       The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)       The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)       The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization delivered at the closing of the reorganization as required by Item 16(12) of Form N-14.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Wheaton and State of Illinois, on the 28th day of November, 2023.

First Trust Exchange-Traded Fund VIII

By: /s/ James M. Dykas                                      

James M. Dykas, President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title		Date
/s/ James M. Dykas	President and Chief Executive Officer		November 28, 2023
James M. Dykas
/s/ Derek D. Maltbie	Treasurer, Chief Financial Officer and Chief Accounting Officer		November 28, 2023
Derek D. Maltbie
James A. Bowen*	) Trustee )
	)
Richard E. Erickson*	) Trustee )
	)
Thomas R. Kadlec*	) Trustee )
	)
Denise M. Keefe*	) Trustee )
	)
Robert F. Keith*	) Trustee )
	)	By:	/s/ W. Scott Jardine
Niel B. Nielson*	) Trustee )		W. Scott Jardine Attorney-In-Fact
	)		November 28, 2023
Bronwyn Wright*	) Trustee )
	)

* Original powers of attorney authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute Registrant’s Registration Statement, and Amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, were filed on June 27, 2023 as Exhibit (16) to the Registrant’s Registration Statement on Form N-14 (333-272953) and is incorporated by reference, and is filed herewith as Exhibit 16(b).

-2- 

EXHIBIT INDEX

(16)(b) Power of Attorney for Ms. Wright authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute the Registration Statement is filed herewith.

EX-99.16B

FIRST TRUST EXCHANGE-TRADED FUND VIII

POWER OF ATTORNEY

Know All Men By These Presents, that the undersigned, a trustee of the above-referenced organizations, hereby constitutes and appoints James M. Dykas, W. Scott Jardine, Kristi A. Maher and Eric F. Fess and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign and file a Registration Statement on Form N-14 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration thereof, or the issuance of securities thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organizations has hereunto set his hand this 7th day of November, 2023.

/s/ Bronwyn Wright                                   

Bronwyn Wright

State of Illinois	)
	) SS.
County of DuPage	)

On this 7th day of November, 2023, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledged the same to be her voluntary act and deed for the intent and purposes therein set forth.

“Official Seal”
Official Seal Sandra Kim Streit Notary Public State of Illinois My Commission Expires 05/25/2025
	/s/ Sandra K. Streit
Notary Public, State of Illinois	Notary Public
My Commission Expires: 5/28/2025