487 1 s487.htm FORM S-6 TO EFFECTIVE AMENDMENT

Registration No. 333-259943

1940 Act No. 811-05903

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to Form S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A. Exact name of trust:

FT 9725

B. Name of depositor:

FIRST TRUST PORTFOLIOS L.P.

C. Complete address of depositor's principal executive offices:

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

D. Name and complete address of agents for service:

	Copy to:

JAMES A. BOWEN	ERIC F. FESS
c/o First Trust Portfolios L.P.	c/o Chapman and Cutler LLP
120 East Liberty Drive	111 West Monroe Street
Suite 400	Chicago, Illinois 60603
Wheaton, Illinois 60187

E. Title and Amount of Securities Being Registered:

An indefinite number of Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended.

F. Approximate date of proposed sale to public:

As soon as practicable after the effective date of the Registration Statement.

|X|

Check box if it is proposed that this filing will become effective on November 19, 2021 at 2:00 p.m. pursuant to Rule 487.

________________________________

FTP SkyBridge Digital Innovation Portfolio, Series 3

FT 9725

FT 9725 is a series of a unit investment trust, the FT Series. FT 9725
consists of a single portfolio known as FTP SkyBridge Digital Innovation
Portfolio, Series 3 (the "Trust"). The Trust invests in a diversified
portfolio of common stocks ("Securities"). The Trust seeks above-average
capital appreciation.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FIRST TRUST(R)

800-621-1675

The date of this prospectus is November 19, 2021

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 8
Portfolio 9
Risk Factors 9
Public Offering 13
Distribution of Units 15
The Sponsor's Profits 16
The Secondary Market 17
How We Purchase Units 17
Expenses and Charges 17
Tax Status 18
Retirement Plans 20
Rights of Unit Holders 20
Income and Capital Distributions 21
Redeeming Your Units 22
Investing in a New Trust 23
Removing Securities from the Trust 23
Amending or Terminating the Indenture 24
Information on SkyBridge Capital II, LLC,
the Sponsor, Trustee and Evaluator 25
Other Information 26

Page 2

Summary of Essential Information (Unaudited)

FTP SkyBridge Digital Innovation Portfolio, Series 3
FT 9725

At the Opening of Business on the Initial Date of Deposit-November 19, 2021

Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York Mellon
Evaluator: First Trust Advisors L.P.
Portfolio Consultant: SkyBridge Capital II, LLC

Initial Number of Units (1) 16,392
Fractional Undivided Interest in the Trust per Unit (1) 1/16,392
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.000)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 10.000
Less Deferred Sales Charge per Unit (3) (.125)
__________
Redemption Price per Unit (5) 9.875
Less Creation and Development Fee per Unit (3)(5) (.060)
Less Organization Costs per Unit (5) (.065)
__________
Net Asset Value per Unit $ 9.750
==========
Cash CUSIP Number 30322Y 400
Fee Account Cash CUSIP Number 30322Y 418
Pricing Line Product Code 138917
Ticker Symbol FIBWFX

First Settlement Date November 23, 2021
Mandatory Termination Date (6) February 21, 2023
Distribution Record Date Tenth day of each month, commencing December 10, 2021.
Distribution Date (7) Twenty-fifth day of each month, commencing December 25, 2021.

____________

(1) As of the Evaluation Time on the Initial Date of Deposit, we may adjust
the number of Units of the Trust so that the Public Offering Price per Unit
will equal approximately $10.00. If we make such an adjustment, the fractional
undivided interest per Unit will vary from the amount indicated above.

(2) The Public Offering Price shown above reflects the value of the Securities
on the business day prior to the Initial Date of Deposit. No investor will
purchase Units at this price. The price you pay for your Units will be based
on their valuation at the Evaluation Time on the date you purchase your Units.
On the Initial Date of Deposit, the Public Offering Price per Unit will not
include any accumulated dividends on the Securities. After this date, a pro
rata share of any accumulated dividends on the Securities will be included.

(3) You will pay a maximum sales charge of 1.85% of the Public Offering Price
per Unit (equivalent to 1.85% of the net amount invested) which consists of an
initial sales charge, a deferred sales charge and a creation and development
fee. The sales charges are described in the "Fee Table."

(4) Each listed Security is valued at its last closing sale price at the
Evaluation Time on the business day prior to the Initial Date of Deposit. If a
Security is not listed, or if no closing sale price exists, it is valued at its
closing ask price on such date. See "Public Offering-The Value of the
Securities." The value of foreign Securities trading in non-U.S. currencies is
determined by converting the value of such Securities to their exchange rate for
the currency in which a Security is generally denominated at the Evaluation Time
on the business day prior to the Initial Date of Deposit. Evaluations for
purposes of determining the purchase, sale or redemption price of Units are made
as of the close of trading on the New York Stock Exchange ("NYSE") (generally
4:00 p.m. Eastern time) on each day on which it is open (the "Evaluation Time").

(5) The estimated organization costs per Unit will be deducted from the assets
of the Trust at the end of the initial offering period. If Units are redeemed
prior to the close of the initial offering period, estimated organization
costs will not be deducted from the redemption proceeds. See "Redeeming Your
Units." Commencing at the end of the initial offering period, the creation and
development fee will accrue on a daily basis through the Mandatory Termination
Date. If you redeem your Units prior to the Mandatory Termination Date, you
will not be assessed any unaccrued creation and development fee.

(6) See "Amending or Terminating the Indenture."

(7) The Trustee will distribute money from the Income and Capital Accounts, as
determined at the monthly Record Date, monthly on the twenty-fifth day of each
month to Unit holders of record on the tenth day of such month provided the
aggregate amount, exclusive of sale proceeds, in the Income and Capital
Accounts available for distribution equals at least 0.1% of the net asset
value of the Trust. Undistributed money in the Income and Capital Accounts
will be distributed in the next month in which the aggregate amount available
for distribution, exclusive of sale proceeds, equals or exceeds 0.1% of the
net asset value of the Trust. Distributions of sale proceeds from the Capital
Account will be made monthly on the twenty-fifth day of the month to Unit
holders of record on the tenth day of such month if the amount available for
distribution equals at least $1.00 per 100 Units. See "Income and Capital
Distributions."

Page 3

Fee Table (Unaudited)

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public Offering"
and "Expenses and Charges." Although the Trust has a term of approximately 15
months and is a unit investment trust rather than a mutual fund, this
information allows you to compare fees.

Amount
per Unit
________
Unit Holder Sales Fees (as a percentage of public offering price)

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000
Deferred sales charge 1.25%(b) $.125
Creation and development fee 0.60%(c) $.060
_____ _____
Maximum sales charge (including creation and development fee) 1.85% $.185
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .650%(d) $.0650
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .079% $.0080
Trustee's fee and other operating expenses .132%(f) $.0134
_____ ______
Total .211% $.0214
===== ======
Example

This example is intended to help you compare the cost of investing in the
Trust with the cost of investing in other investment products. The example
assumes that you invest $10,000 in the Trust and the principal amount and
distributions are rolled every 15 months into a New Trust. The example also
assumes a 5% return on your investment each year and that your Trust's, and
each New Trust's, sales charges and expenses stay the same. The example does
not take into consideration transaction fees which may be charged by certain
broker/dealers for processing redemption requests. Although your actual costs
may vary, based on these assumptions your costs, assuming you roll your
proceeds from one trust to the next for the periods shown, would be:

1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$271 $833 $1,147 $2,462

If you elect not to roll your proceeds from one trust to the next, your costs
will be limited by the number of years your proceeds are invested, as set
forth above.

_____________

(a) The combination of the initial and deferred sales charge comprises what we
refer to as the "transactional sales charge." The initial sales charge is
actually equal to the difference between the maximum sales charge of 1.85% and
the sum of any remaining deferred sales charge and creation and development
fee. When the Public Offering Price per Unit equals $10, there is no initial
sales charge. If the price you pay for your Units exceeds $10 per Unit, you
will pay an initial sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.125 per Unit
which, as a percentage of the Public Offering Price, will vary over time. The
deferred sales charge will be deducted in three monthly installments
commencing February 18, 2022.

(c) The creation and development fee compensates the Sponsor for creating and
developing the Trust. The creation and development fee is a charge of $.060
per Unit accrued on a daily basis from the end of the initial offering period,
which is expected to be approximately three months from the Initial Date of
Deposit, through the Mandatory Termination Date. If the price you pay for your
Units exceeds $10 per Unit, the creation and development fee will be less than
0.60%; if the price you pay for your Units is less than $10 per Unit, the
creation and development fee will exceed 0.60%. If you redeem your Units prior
to the Mandatory Termination Date, you will not be assessed any unaccrued
creation and development fee.

(d) Estimated organization costs, which include a one-time licensing fee and a
one-time portfolio consultant fee, will be deducted from the assets of the
Trust at the end of the initial offering period. Estimated organization costs
are assessed on a fixed dollar amount per Unit basis which, as a percentage of
average net assets, will vary over time.

(e) Each of the fees listed herein is assessed on a fixed dollar amount per
Unit basis which, as a percentage of average net assets, will vary over time.

(f) Other operating expenses do not include brokerage costs and other
portfolio transaction fees. In certain circumstances the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."

Page 4

Report of Independent
Registered Public Accounting Firm

To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 9725

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 9725,
comprising FTP SkyBridge Digital Innovation Portfolio, Series 3 (the "Trust"),
one of the series constituting the FT Series, including the schedule of
investments, as of the opening of business on November 19, 2021 (Initial Date
of Deposit), and the related notes. In our opinion, the statement of net
assets presents fairly, in all material respects, the financial position of
the Trust as of the opening of business on November 19, 2021 (Initial Date of
Deposit), in conformity with accounting principles generally accepted in the
United States of America.

Basis for Opinion

This statement of net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net assets based
on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement, whether due to error or fraud. The Trust is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Trust's internal
control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statement of net assets. Our audit also included evaluating
the accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall presentation of the statement of
net assets. Our procedures included confirmation of the irrevocable letter of
credit held by The Bank of New York Mellon, the Trustee, and deposited in the
Trust for the purchase of securities, as shown in the statement of net assets,
as of the opening of business on November 19, 2021, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
November 19, 2021

We have served as the auditor of one or more investment companies sponsored by
First Trust Portfolios L.P. since 2001.

Page 5

Statement of Net Assets

FTP SkyBridge Digital Innovation Portfolio, Series 3
FT 9725

At the Opening of Business on the Initial Date of Deposit-November 19, 2021

NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $163,923
Less liability for reimbursement to Sponsor for organization costs (3) (1,065)
Less liability for deferred sales charge (4) (2,049)
Less liability for creation and development fee (5) (984)
________
Net assets $159,825
========
Units outstanding 16,392
Net asset value per Unit (6) $ 9.750

ANALYSIS OF NET ASSETS
Cost to investors (7) $163,923
Less maximum sales charge (7) (3,033)
Less estimated reimbursement to Sponsor for organization costs (3) (1,065)
________
Net assets $159,825
========
__________

NOTES TO STATEMENT OF NET ASSETS

The Trust is registered as a unit investment trust under the Investment
Company Act of 1940. The Sponsor is responsible for the preparation of
financial statements in accordance with accounting principles generally
accepted in the United States which require the Sponsor to make estimates and
assumptions that affect amounts reported herein. Actual results could differ
from those estimates. The Trust intends to comply in its initial fiscal year
as a grantor trust under federal tax laws. In grantor trusts, investors are
deemed for federal tax purposes, to own the underlying assets of the trust
directly. All taxability issues are taken into account at the Unit holder
level. Income passes through to Unit holders as realized by the Trust.

(1) The Trust invests in a diversified portfolio of common stocks. Aggregate
cost of the Securities listed under "Schedule of Investments" is based on
their aggregate underlying value. The Trust has a Mandatory Termination Date
of February 21, 2023.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $300,000 has been allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary for
the purchase of the Securities according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trust. These costs have been estimated at $.0650 per Unit for the Trust. A
payment will be made at the end of the initial offering period to an account
maintained by the Trustee from which the obligation of the investors to the
Sponsor will be satisfied. To the extent that actual organization costs of the
Trust are greater than the estimated amount, only the estimated organization
costs added to the Public Offering Price will be reimbursed to the Sponsor and
deducted from the assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.125 per Unit, payable to the Sponsor in three approximately equal monthly
installments beginning on February 18, 2022 and on the twentieth day of each
month thereafter (or if such date is not a business day, on the preceding
business day) through April 20, 2022. If Unit holders redeem Units before
April 20, 2022, they will have to pay the remaining amount of the deferred
sales charge applicable to such Units when they redeem them.

(5) The creation and development fee ($.060 per Unit) is accrued on a daily
basis from the end of the initial offering period through the Mandatory
Termination Date. If you redeem your Units prior to the Mandatory Termination
Date, you will not be assessed any unaccrued creation and development fee.

(6) Net asset value per Unit is calculated by dividing the Trust's net assets
by the number of Units outstanding. This figure includes organization costs
and the creation and development fee, which will only be assessed to Units
outstanding at the close of the initial offering period.

(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge and the creation
and development fee) computed at the rate of 1.85% of the Public Offering
Price (equivalent to 1.85% of the net amount invested, exclusive of the
deferred sales charge and the creation and development fee), assuming no
reduction of the maximum sales charge as set forth under "Public Offering."

Page 6

Schedule of Investments

FTP SkyBridge Digital Innovation Portfolio, Series 3
FT 9725

At the Opening of Business on the Initial Date of Deposit-November 19, 2021

Percentage
of Aggregate Number Market Cost of
Ticker Symbol and Offering of Value per Securities to
Name of Issuer of Securities (1)(3) Price Shares Share the Trust (2)
___________________________________ ____________ ______ _________ _____________
COMMON STOCKS (100.00%):
Financials (32.52%):
COIN Coinbase Global, Inc. (Class A) * 7.50% 38 $323.57 $ 12,296
IBKR Interactive Brokers Group, Inc. (Class A) 3.51% 77 74.65 5,748
MOGO Mogo Inc. +* 3.50% 1,059 5.42 5,740
HOOD Robinhood Markets, Inc. (Class A) * 3.50% 188 30.53 5,740
SBNY Signature Bank 7.00% 35 328.00 11,480
SI Silvergate Capital Corporation (Class A) * 7.51% 62 198.60 12,313
Information Technology (67.48%):
BITF Bitfarms Limited of Canada +* 7.51% 1,583 7.77 12,300
CIFR Cipher Mining Inc. * 4.50% 948 7.78 7,375
GREE Greenidge Generation Holdings Inc. (Class A) * 4.50% 358 20.60 7,375
HUT Hut 8 Mining Corp. +* 4.50% 589 12.52 7,374
MARA Marathon Digital Holdings, Inc. * 7.50% 239 51.46 12,299
MSTR MicroStrategy Incorporated * 7.54% 17 727.36 12,365
PYPL PayPal Holdings, Inc. * 6.97% 57 200.50 11,428
RIOT Riot Blockchain, Inc. * 7.51% 366 33.63 12,309
SQ Square, Inc. (Class A) * 7.45% 53 230.35 12,208
SDIG Stronghold Digital Mining, Inc. (Class A) * 4.50% 319 23.11 7,372
VOYG CN Voyager Digital Ltd. #* 5.00% 555 14.78 8,201
_______ ________
Total Investments 100.00% $163,923
======= ========
___________

(1) All Securities are represented by regular way contracts to purchase such
Securities which are backed by an irrevocable letter of credit deposited with
the Trustee. The Sponsor entered into purchase contracts for the Securities on
November 19, 2021. Such purchase contracts are expected to settle within two
business days.

(2) The cost of the Securities to the Trust represents the aggregate underlying
value with respect to the Securities acquired—generally determined by the
closing sale prices of the Securities on the applicable exchange (where
applicable, converted into U.S. dollars at the exchange rate at the Evaluation
Time) at the Evaluation Time on the business day prior to the Initial Date of
Deposit. The Evaluator, at its discretion, may make adjustments to the prices of
Securities held by the Trust if an event occurs after the close of the market on
which a Security normally trades but before the Evaluation Time, depending on
the nature and significance of the event, consistent with applicable regulatory
guidance relating to fair value pricing. The cost of Securities to the Trust may
not compute due to rounding the market value per share. The valuation of the
Securities has been determined by the Evaluator, an affiliate of the Sponsor. In
accordance with Financial Accounting Standards Board Accounting Standards
Codification 820, “Fair Value Measurement,” the Trust’s
investments are classified as Level 1, which refers to securities traded in an
active market. The cost of the Securities to the Sponsor and the Sponsor’s
loss (which is the difference between the cost of the Securities to the Sponsor
and the cost of the Securities to the Trust) are $164,558 and $635, respectively.

(3) Common stocks of companies headquartered or incorporated outside the
United States comprise approximately 20.51% of the investments of the Trust
(consisting of Canada, 20.51%).

+ This Security represents the common stock of a foreign company which trades
on the over-the-counter market or on a U.S. national securities exchange.

# This Security represents the common stock of a foreign company which
trades on a foreign securities exchange.

* This Security represents a non-income producing security.

Page 7

The FT Series

The FT Series Defined.

We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have named the
FT Series. The series to which this prospectus relates, FT 9725, consists of
FTP SkyBridge Digital Innovation Portfolio, Series 3.

The Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This agreement,
entered into among First Trust Portfolios L.P., as Sponsor, The Bank of New
York Mellon as Trustee and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trust.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND RISKS
OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE SPONSOR AT 800-
621-1675, DEPT. CODE 2.

How We Created the Trust.

On the Initial Date of Deposit, we deposited a portfolio of common stocks with
the Trustee and, in turn, the Trustee delivered documents to us representing
our ownership of the Trust in the form of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities in the
Trust, or cash (including a letter of credit or the equivalent) with
instructions to buy more Securities, to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on the
Initial Date of Deposit (as set forth in "Schedule of Investments"), adjusted
to reflect the sale, redemption or liquidation of any of the Securities or any
stock split or a merger or other similar event affecting the issuer of the
Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change daily. The
portion of Securities represented by each Unit will not change as a result of
the deposit of additional Securities or cash in the Trust. If we deposit cash,
you and new investors may experience a dilution of your investment. This is
because prices of Securities will fluctuate between the time of the cash
deposit and the purchase of the Securities, and because the Trust pays the
associated brokerage fees. To reduce this dilution, the Trust will try to buy
the Securities as close to the Evaluation Time and as close to the evaluation
price as possible. In addition, because the Trust pays the brokerage fees
associated with the creation of new Units and with the sale of Securities to
meet redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the Trustee
may retain and pay us (or our affiliate) to act as agent for the Trust to buy
Securities. If we or an affiliate of ours act as agent to the Trust, we will
be subject to the restrictions under the Investment Company Act of 1940, as
amended (the "1940 Act"). When acting in an agency capacity, we may select
various broker/dealers to execute securities transactions on behalf of the
Trust, which may include broker/dealers who sell Units of the Trust. We do not
consider sales of Units of the Trust or any other products sponsored by First
Trust as a factor in selecting such broker/dealers.

We cannot guarantee that the Trust will keep its present size and composition
for any length of time. Securities may be periodically sold under certain
circumstances to satisfy Trust obligations, to meet redemption requests and,
as described in "Removing Securities from the Trust," to maintain the sound
investment character of the Trust, and the proceeds received by the Trust will
be used to meet Trust obligations or distributed to Unit holders, but will not
be reinvested. However, Securities will not be sold to take advantage of
market fluctuations or changes in anticipated rates of appreciation or
depreciation, or if they no longer meet the criteria by which they were
selected. You will not be able to dispose of or vote any of the Securities in
the Trust. As the holder of the Securities, the Trustee will vote the
Securities and, except as described in "Removing Securities from the Trust,"
will endeavor to vote the Securities such that the Securities are voted as
closely as possible in the same manner and the same general proportion as are
the Securities held by owners other than such Trust.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the Securities
initially deposited in the Trust fails, unless we can purchase substitute
Securities ("Replacement Securities") we will refund to you that portion of
the purchase price and transactional sales charge resulting from the failed
contract on the next Distribution Date. Any Replacement Security the Trust
acquires will be identical to those from the failed contract.

Page 8

Portfolio

Objective.

The Trust seeks above-average capital appreciation. Under normal
circumstances, the Trust will invest at least 80% of its assets in common
stocks of digital innovation companies. Digital innovation companies are those
which derive at least 50% of their revenues from, or dedicate at least 50% of
their assets to: investing in digital assets; facilitating the processing of
electronic transactions for digital assets, securities and fiat currencies;
manufacturing semiconductors necessary for the implementation of digitally
innovative technology; digital asset miners, digital asset software
developers, digital asset custody and security, digital asset trading, and
digital asset exchanges. For purposes of the Trust, "digital assets" include
virtual currencies, cryptocurrencies and other assets that are issued and/or
transferred using technological innovations, including blockchain technology.
"Blockchain technology" refers to a type of distributed ledger, or
decentralized database that keeps continuously updated digital records of who
owns a particular asset. The Trust is concentrated (i.e., invests more than
25% of Trust assets) in stocks of companies within the financials and
information technology sectors. Please note that the Trust invests
significantly in digital innovation companies that invest in digital assets or
have exposure to digital assets through their business activities ("Digital
Asset Companies"). Digital Asset Companies are a subset of digital innovation
companies, and therefore, not all of the companies that meet the above 80%
test for "digital innovation" will be Digital Asset Companies. For example,
companies that facilitate the processing of electronic transactions and
semiconductor manufacturers may not have a material financial connection to
digital assets.

Portfolio Selection Process.

The Trust will invest in common stocks of digital innovation companies.
Certain of the companies in which the Trust invests have significant exposure
to digital assets (including Bitcoin) and employ the use of blockchain in
their operations. SkyBridge Capital II, LLC ("SkyBridge") is compensated by
the Trust through a one-time licensing fee and a one-time portfolio consultant
fee. SkyBridge compiles the list of Digital Innovation companies and provides
the final list to the Sponsor. The Sponsor then performs a series of quality
and liquidity screens to ensure suitability for inclusion in the Trust. The
common stocks selected for the Trust must trade at least 30 days before they
can be eligible for the Trust and have a minimum market capitalization of $250
million. THE TRUST WILL NOT DIRECTLY INVEST IN BITCOIN OR OTHER
CRYPTOCURRENCIES. The Trust may, however, have indirect exposure to
cryptocurrency by virtue of its investments in companies that may use one or
more cryptocurrencies as part of their business activities. Because the Trust
does not directly invest in cryptocurrencies, the Trust is not expected to
track the price movements of any cryptocurrency. The Trust will not invest in
Grayscale or similar cryptocurrency trusts or entities or in initial coin
offerings ("ICOs").

Additional Portfolio Contents.

In addition to the investments described above, the Trust has exposure to the
following investments: dividend-paying securities, foreign securities (including
foreign-listed securities) and companies with various market capitalizations.

As with any similar investments, there can be no assurance that the objective
of the Trust will be achieved. See "Risk Factors" for a discussion of the
risks of investing in the Trust.

Risk Factors

Price Volatility. The Trust invests in common stocks. The value of the Trust's
Units will fluctuate with changes in the value of these common stocks. Common
stock prices fluctuate for several reasons including changes in investors'
perceptions of the financial condition of an issuer or the general condition
of the relevant stock market, such as the current market volatility, or when
political or economic events affecting the issuers occur. In addition, common
stock prices may be particularly sensitive to rising interest rates, as the
cost of capital rises and borrowing costs increase, negatively impacting
issuers.

Because the Trust is not managed, the Trustee will not sell stocks in response
to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of the Trust will be positive over any period of time, especially the
relatively short 15-month life of the Trust, or that you won't lose money.
Units of the Trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

Market Risk. Market risk is the risk that a particular security, or Units of
the Trust in general, may fall in value. Securities are subject to market
fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Units of the Trust could decline in value or underperform

Page 9

other investments. In addition, local, regional or global events such as war,
acts of terrorism, spread of infectious diseases or other public health
issues, recessions, political turbulence or other events could have a
significant negative impact on the Trust and its investments. Such events may
affect certain geographic regions, countries, sectors and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Trust's portfolio securities and could result in disruptions
in the trading markets. Any such circumstances could have a materially
negative impact on the value of the Trust's Units and result in increased
market volatility.

An outbreak of a respiratory disease designated as COVID-19 was first detected
in China in December 2019 and has resulted in a global pandemic and major
disruptions to economies and markets around the world. The transmission of
COVID-19 and efforts to contain its spread have resulted in international
border closings, enhanced health screenings, expanded healthcare services and
expenses, quarantines and other restrictions on business and personal
activities, cancellations, disruptions to supply chains and consumer activity,
as well as general public concern and uncertainty. Financial markets have
experienced extreme volatility and severe losses, negatively impacting global
economic growth prospects. The duration of the COVID-19 outbreak and its
effects cannot be determined with certainty and may exacerbate other pre-
existing political, social and economic risks.

Governments and central banks, including the Federal Reserve, have taken
extraordinary and unprecedented actions to support local and global economies
and financial markets. These measures have included, among other policy
responses, a $700 billion quantitative easing program, a reduction of the
Federal funds rate to near-zero, and numerous economic stimulus packages. The
impact of these and additional measures taken in the future, and whether they
will be effective in mitigating economic and market disruptions, including
upward pressure on prices, will not be known for some time. Additionally,
market uncertainty remains high during the expanding roll out of COVID-19
vaccines and treatments in combination with measures taken by the
administration, expectations for additional stimulus packages and as
businesses begin to plan for a transition back to the workplace.

Dividends. Certain of the Securities held by the Trust may currently pay
dividends, but there is no guarantee that the issuers of the Securities will
declare dividends in the future or that, if declared, they will either remain
at current levels or increase over time.

Concentration Risk. When at least 25% of a trust's portfolio is invested in
securities issued by companies within a single sector, the trust is considered
to be concentrated in that particular sector. A portfolio concentrated in one
or more sectors may present more risks than a portfolio broadly diversified
over several sectors.

The Trust is concentrated in stocks of companies within the financials and
information technology sectors.

Financials. Financial companies, such as retail and commercial banks,
insurance companies and financial services companies, are subject to extensive
governmental regulation and intervention, which may adversely affect the scope
of their activities, the prices they can charge, the amount and types of
capital they must maintain and, potentially, their size. Governmental
regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation.
The impact of more stringent capital requirements, or recent or future
regulation in various countries, on any individual financial company or on
financial companies as a whole cannot be predicted. Certain risks may impact
the value of investments in financial companies more severely than those of
investments in other issuers, including the risks associated with companies
that operate with substantial financial leverage. Financial companies may also
be adversely affected by volatility in interest rates, decreases in the
availability of money or asset valuations, credit rating downgrades and
adverse conditions in other related markets. Insurance companies in particular
may be subject to severe price competition and/or rate regulation, which may
have an adverse impact on their profitability. Financial companies are also a
target for cyber-attacks and may experience technology malfunctions and
disruptions as a result.

In addition, general economic conditions are important to the operations of
financial companies. Credit losses resulting from financial difficulties of
borrowers and financial losses associated with investment activities may have
an adverse effect on the profitability of financial companies. While financial
companies such as banks tend to increase reserves in anticipation of economic
stress, there can be no assurance that such reserves will be sufficient to
cover rising default rates. Financial companies may be highly dependent upon
access to capital markets, and any impediments to such access, such as adverse
overall economic conditions or a negative perception in the capital markets of
a company's financial condition or prospects, could adversely affect its

Page 10

business. Some financial companies may also be required to accept or borrow
significant amounts of capital from government sources. There is no guarantee
that governments will provide any such relief in the future. These actions may
cause the securities of many companies in the financials sector to decline in
value.

Information Technology. Technology companies are generally subject to the
risks of rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing; frequent introduction of new or enhanced
products; the loss of patent, copyright and trademark protections; cyclical
market patterns; evolving industry standards; and frequent new product
introductions. Technology companies may be smaller and less experienced
companies, with limited product lines, markets or financial resources.
Technology company stocks have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance. Also,
the stocks of many Internet companies have exceptionally high price-to-
earnings ratios with little or no earnings histories.

Digital Innovation Risk. Digital innovation companies are generally subject to
the risks of rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing; frequent introduction of new or enhanced
products; the loss of patent, copyright and trademark protections; cyclical
market patterns; evolving industry standards; and frequent new product
introductions. Companies involved in digital innovation may be smaller and
less experienced companies, with limited product lines, markets or financial
resources. Further, digital innovation companies may be subject to greater
risk because their revenue and/or earnings tend to be less predictable, and
these companies may not be able to capitalize on their applications of
evolving innovative technologies. Certain digital innovation companies are
subject to the risk of extreme price and volume fluctuations that are often
unrelated to their operating performance.

The Trust invests significantly in Digital Asset Companies. The technologies
underpinning digital assets are highly disruptive, and the future successes of
such technologies are highly uncertain. Further, because the development of
digital asset technologies is in a nascent stage, Digital Asset Companies may
be rapidly eclipsed by newer and more disruptive technological advances that
render current digital assets or technologies outdated or undesirable.
Further, Digital Asset Companies may be subject to the risks posed by
conflicting intellectual property claims among digital assets, which may
reduce confidence in the viability of a digital asset. Because of the
uncertainty of digital asset technologies, the values of the securities of
these companies may be highly volatile. Digital assets may be traded on
exchanges that are unregulated and often located outside the United States.
Digital asset exchanges may stop operating or permanently shut down due to
fraud, theft, disruption, technical glitches, hackers, malware or security
compromises or failures in the underlying blockchain, ledger or software.
Digital assets are also at risk of possible manipulation and vulnerabilities
surrounding the use of third-party products, which may be subject to technical
defects beyond a company's control. Further, digital assets are not maintained
in traditional custodial arrangements, and instead are typically held in
"wallets," which are public digital addresses accessible only by "private
keys." If a private key is stolen, lost, damaged or destroyed, the digital
assets attributable to such private key may be irreversibly lost without the
possibility of recovery.

Over their short history, digital assets have experienced tremendous price
volatility compared to traditional asset classes, and may experience
significant illiquidity in stressed market conditions. The values of digital
assets should not be expected to be connected or correlated to traditional
economic or market forces, and the value of the investments in digital assets
could decline rapidly, including to zero.

Digital assets are not legal tender. The value of digital assets is not backed
by any government, corporation, or other identified body. The value of digital
assets is determined by the supply and demand for digital assets in the global
market for the trading of digital assets, which consists primarily of
transactions on electronic exchanges. The price of digital assets could drop
precipitously (including to zero) for a variety of reasons, including, but not
limited to, regulatory changes, a crisis of confidence in the digital asset's
network or a change in user preference to competing digital assets.

Digital innovation companies often employ the technology surrounding digital
assets to optimize their business practices, whether by using the technology
within their business or operating business lines involved in the operation of
the technology. There are currently relatively few digital innovation
companies for which digital assets represent an attributable and significant
revenue stream. Because of this, the financial strength of digital innovation
companies may not be a reflection of their actual connection and exposure to
digital assets, but rather a result of other business operations. Therefore,
the economic fortunes of companies included in the Trust's portfolio may not
currently be significantly tied to activities with respect to digital assets.

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Foreign Securities. Certain of the Securities held by the Trust are issued by
foreign entities, which makes the Trust subject to more risks than if it
invested solely in domestic securities. Risks of foreign securities include
higher brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments; currency
devaluations, blockages or transfer restrictions; restrictions on foreign
investments and exchange of securities; inadequate financial information; lack
of liquidity of certain foreign markets; and less government supervision and
regulation of exchanges, brokers, and issuers in foreign countries. Certain
foreign markets have experienced heightened volatility due to recent negative
political or economic developments or natural disasters. Securities issued by
non-U.S. issuers may pay dividends in foreign currencies and may be
principally traded in foreign currencies. Therefore, there is a risk that the
U.S. dollar value of these dividend payments and/or securities will vary with
fluctuations in foreign exchange rates.

Custody of certain of the Securities in the Trust is maintained by CIBC Mellon
Global Securities Company, an affiliate of the Trustee, which has entered into
a sub-custodian relationship with the Trustee. In the event the Trustee
informs the Sponsor of any material change in the custody risks associated
with maintaining assets with CIBC Mellon Global Securities Company, the
Sponsor will instruct the Trustee to take such action as the Sponsor deems
appropriate to minimize such risk.

Exchange Rates. Because securities of foreign issuers not listed on a U.S.
securities exchange generally pay dividends and trade in foreign currencies,
the U.S. dollar value of these Securities (and therefore Units of the Trusts
containing securities of foreign issuers) will vary with fluctuations in
foreign exchange rates. As the value of Units of the Trust will vary with
fluctuations in both the value of the underlying Securities as well as foreign
exchange rates, an increase in the value of the Securities could be more than
offset by a decrease in value of the foreign currencies in which they are
denominated against the U.S. dollar, resulting in a decrease in value of the
Units. Most foreign currencies have fluctuated widely in value against the
U.S. dollar for various economic and political reasons.

To determine the value of foreign Securities not listed on a U.S. securities
exchange or their dividends, the Evaluator will estimate current exchange
rates for the relevant currencies based on activity in the various currency
exchange markets. However, these markets can be quite volatile, depending on
the activity of the large international commercial banks, various central
banks, large multi-national corporations, speculators, hedge funds and other
buyers and sellers of foreign currencies. Since actual foreign currency
transactions may not be instantly reported, the exchange rates estimated by
the Evaluator may not reflect the amount the Trusts would receive, in U.S.
dollars, had the Trustee sold any particular currency in the market. The value
of the Securities in terms of U.S. dollars, and therefore the value of your
Units, will decline if the U.S. dollar increases in value relative to the
value of the currency in which the Securities trade. In addition, the value of
dividends received in foreign currencies will decline in value in terms of
U.S. dollars if the U.S. dollar increases in value relative to the value of
the currency in which the dividend was paid prior to the time in which the
dividend is converted to U.S. dollars.

Small and/or Mid Capitalization Companies. Certain of the Securities held by
the Trust are issued by small and/or mid-capitalization companies. Investing
in stocks of such companies may involve greater risk than investing in larger
companies. For example, such companies may have limited product lines, as well
as shorter operating histories, less experienced management and more limited
financial resources than larger companies. Securities of such companies
generally trade in lower volumes and are generally subject to greater and less
predictable changes in price than securities of larger companies. In addition,
small and mid-cap stocks may not be widely followed by the investment
community, which may result in low demand.

Large Capitalization Companies. Certain of the Securities held by the Trust
are issued by large capitalization companies. The return on investment in
stocks of large capitalization companies may be less than the return on
investment in stocks of small and/or mid capitalization companies. Large
capitalization companies may also grow at a slower rate than the overall market.

Cybersecurity Risk. As the use of Internet technology has become more
prevalent in the course of business, the Trust has become more susceptible to
potential operational risks through breaches in cybersecurity. A breach in
cybersecurity refers to both intentional and unintentional events that may
cause the Trust to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Sponsor of the Trust to
incur regulatory penalties, reputational damage, additional compliance costs
associated with corrective measures and/or financial loss. Cybersecurity
breaches may involve unauthorized access to digital information systems

Page 12

utilized by the Trust through "hacking" or malicious software coding, but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cybersecurity breaches of the Trust's third-party service providers, or
issuers in which the Trust invests, can also subject the Trust to many of the
same risks associated with direct cybersecurity breaches. The Sponsor of, and
third-party service provider to, the Trust have established risk management
systems designed to reduce the risks associated with cybersecurity. However,
there is no guarantee that such efforts will succeed, especially because the
Trust does not directly control the cybersecurity systems of issuers or third-
party service providers.

Legislation/Litigation. From time to time, various legislative initiatives are
proposed in the United States and abroad which may have a negative impact on
certain of the companies represented in the Trust. In addition, litigation
regarding any of the issuers of the Securities, or the industries represented
by these issuers, may negatively impact the value of these Securities. We
cannot predict what impact any pending or proposed legislation or pending or
threatened litigation will have on the value of the Securities.

Public Offering

The Public Offering Price.

Units will be purchased at the Public Offering Price, the price per Unit of
which is comprised of the following:

- The aggregate underlying value of the Securities;

- The amount of any cash in the Income and Capital Accounts;

- Dividends receivable on Securities; and

- The maximum sales charge (which combines an initial upfront sales charge, a
deferred sales charge and the creation and development fee).

The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities, changes in the relevant currency
exchange rates, changes in applicable commissions, stamp taxes, custodial fees
and other costs associated with foreign trading, and changes in the value of the
Income and/or Capital Accounts.

Although you are not required to pay for your Units until two business days
following your order (the "date of settlement"), you may pay before then. You
will become the owner of Units ("Record Owner") on the date of settlement if
payment has been received. If you pay for your Units before the date of
settlement, we may use your payment during this time and it may be considered
a benefit to us, subject to the limitations of the Securities Exchange Act of
1934, as amended.

Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration statement,
the Indenture and other closing documents, registering Units with the SEC and
states, licensing fees required for the establishment of the Trust under
license agreements which provide for full payment of the licensing fee not
later than the conclusion of the organization expense period, the Portfolio
Consultant's fee, the initial audit of the Trust's statement of net assets,
legal fees and the initial fees and expenses of the Trustee) will be purchased
in the same proportionate relationship as all the Securities contained in the
Trust. Securities will be sold to reimburse the Sponsor for the Trust's
organization costs at the end of the initial offering period (a significantly
shorter time period than the life of the Trust). During the initial offering
period, there may be a decrease in the value of the Securities. To the extent
the proceeds from the sale of these Securities are insufficient to repay the
Sponsor for Trust organization costs, the Trustee will sell additional
Securities to allow the Trust to fully reimburse the Sponsor. In that event,
the net asset value per Unit of the Trust will be reduced by the amount of
additional Securities sold. Although the dollar amount of the reimbursement
due to the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for the Trust in "Notes to Statement of Net Assets," this will
result in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs are less
than the estimated amount, only the actual organization costs will ultimately
be charged to the Trust. When Securities are sold to reimburse the Sponsor for
organization costs, the Trustee will sell Securities, to the extent
practicable, which will maintain the same proportionate relationship among the
Securities contained in the Trust as existed prior to such sale.

Minimum Purchase.

The minimum amount per account you can purchase of the Trust is generally
$1,000 worth of Units ($500 if you are purchasing Units for your Individual
Retirement Account or any other qualified retirement plan), but such amounts
may vary depending on your selling firm.

Page 13

Maximum Sales Charge.

The maximum sales charge of 1.85% per Unit is comprised of a transactional
sales charge and a creation and development fee. After the initial offering
period the maximum sales charge will be reduced by the amount of any accrued
creation and development fee.

Transactional Sales Charge.

The transactional sales charge you will pay has both an initial and a deferred
component.

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
1.85% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.185 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of approximately $.0417 per Unit will be deducted from the Trust's
assets on approximately the twentieth day of each month from February 18, 2022
through April 20, 2022. If you buy Units at a price of less than $10.00 per
Unit, the dollar amount of the deferred sales charge will not change, but the
deferred sales charge on a percentage basis will be more than 1.25% of the
Public Offering Price.

Creation and Development Fee.

As Sponsor, we will also receive, and the Unit holders will pay, a creation
and development fee. See "Expenses and Charges" for a description of the
services provided for this fee. The creation and development fee is a charge
of $.060 per Unit accrued on a daily basis from the end of the initial
offering period through the Mandatory Termination Date. If you buy Units at a
price of less than $10.00 per Unit, the dollar amount of the creation and
development fee will not change, but the creation and development fee on a
percentage basis will be more than 0.60% of the Public Offering Price.

Discounts for Certain Persons.

The maximum sales charge is 1.85% per Unit and the maximum dealer concession
is 1.25% per Unit.

If you are purchasing Units for an investment account, the terms of which
provide that your registered investment advisor or registered broker/dealer
(a) charges periodic fees in lieu of commissions; (b) charges for financial
planning, investment advisory or asset management services; or (c) charges a
comprehensive "wrap fee" or similar fee for these or comparable services ("Fee
Accounts"), you will not be assessed the transactional sales charge described
above on such purchases. These Units will be designated as Fee Account Units
and assigned a Fee Account Cash CUSIP Number. Certain Fee Account Unit holders
may be assessed transaction or other account fees on the purchase and/or
redemption of such Units by their registered investment advisor, broker/dealer
or other processing organizations for providing certain transaction or account
activities. Fee Account Units are not available for purchase in the secondary
market. We reserve the right to limit or deny purchases of Units not subject
to the transactional sales charge by investors whose frequent trading activity
we determine to be detrimental to the Trust.

Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, and dealers and their affiliates will purchase
Units at the Public Offering Price less the applicable dealer concession,
subject to the policies of the related selling firm. Immediate family members
include spouses, or the equivalent if recognized under local law, children or
step-children under the age of 21 living in the same household, parents or
step-parents and trustees, custodians or fiduciaries for the benefit of such
persons. Only employees, officers and directors of companies that allow their
employees to participate in this employee discount program are eligible for
the discounts.

You will be charged the deferred sales charge per Unit regardless of the price
you pay for your Units or whether you are eligible to receive any discounts.
However, if the purchase price of your Units was less than $10.00 per Unit or
if you are eligible to receive a discount such that the maximum sales charge
you must pay is less than the applicable maximum deferred sales charge,
including Fee Account Units, you will be credited additional Units with a
dollar value equal to the difference between your maximum sales charge and the
maximum deferred sales charge at the time you buy your Units. If you elect to
have distributions reinvested into additional Units of the Trust, in addition
to the reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to cover the
amount of any remaining deferred sales charge and accrued creation and
development fee to be collected on such reinvestment Units. The dollar value
of these additional credited Units (as with all Units) will fluctuate over
time, and may be less on the dates deferred sales charges or the creation and
development fee are collected than their value at the time they were issued.

Page 14

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the Securities
in the Trust as of the Evaluation Time on each business day and will adjust
the Public Offering Price of the Units according to this valuation. This
Public Offering Price will be effective for all orders received before the
Evaluation Time on each such day. If we or the Trustee receive orders for
purchases, sales or redemptions after that time, or on a day which is not a
business day, they will be held until the next determination of price. The
term "business day" as used in this prospectus shall mean any day on which the
NYSE is open. For purposes of Securities and Unit settlement, the term
business day does not include days on which U.S. financial institutions are
closed.

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a national or foreign
securities exchange or The NASDAQ Stock Market, LLC(R), their value shall
generally be based on the closing sale price on the exchange or system which
is the principal market therefore ("Primary Exchange"), which shall be deemed
to be the NYSE if the Securities are listed thereon (unless the Evaluator
deems such price inappropriate as the basis for evaluation). In the event a
closing sale price on the Primary Exchange is not published, the Securities
will be valued based on the last trade price on the Primary Exchange. If no
trades occur on the Primary Exchange for a specific trade date, the value will
be based on the closing sale price from, in the opinion of the Evaluator, an
appropriate secondary exchange, if any. If no trades occur on the Primary
Exchange or any appropriate secondary exchange on a specific trade date, the
Evaluator will determine the value of the Securities using the best
information available to the Evaluator, which may include the prior day's
evaluated price. If the Security is an American Depositary Receipt/ADR, Global
Depositary Receipt/GDR or other similar security in which no trade occurs on
the Primary Exchange or any appropriate secondary exchange on a specific trade
date, the value will be based on the evaluated price of the underlying
security, determined as set forth above, after applying the appropriate
ADR/GDR ratio, the exchange rate and such other information which the
Evaluator deems appropriate. For purposes of valuing Securities traded on The
NASDAQ Stock Market, LLC(R), closing sale price shall mean the Nasdaq(R)
Official Closing Price as determined by The NASDAQ Stock Market, LLC(R). If
the Securities are not so listed or, if so listed and the principal market
therefore is other than on the Primary Exchange or any appropriate secondary
exchange, the value shall generally be based on the current ask price on the
over-the-counter market (unless the Evaluator deems such price inappropriate
as a basis for evaluation). If current ask prices are unavailable, the value
is generally determined (a) on the basis of current ask prices for comparable
securities, (b) by appraising the value of the Securities on the ask side of
the market, or (c) any combination of the above. If such prices are in a
currency other than U.S. dollars, the value of such Security shall be
converted to U.S. dollars based on current exchange rates (unless the
Evaluator deems such prices inappropriate as a basis for evaluation). If the
Evaluator deems a price determined as set forth above to be inappropriate as
the basis for evaluation, the Evaluator shall use such other information
available to the Evaluator which it deems appropriate as the basis for
determining the value of a Security.

After the initial offering period is over, the aggregate underlying value of
the Securities will be determined as set forth above, except that bid prices
are used instead of ask prices when necessary.

Distribution of Units

We intend to qualify Units of the Trust for sale in a number of states. All
Units will be sold at the then current Public Offering Price.

The Sponsor compensates intermediaries, such as broker/dealers and banks, for
their activities that are intended to result in sales of Units of the Trust.
This compensation includes dealer concessions described in the following
section and may include additional concessions and other compensation and
benefits to broker/dealers and other intermediaries.

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which reflect a
concession or agency commission of 1.25% of the Public Offering Price per
Unit, subject to reductions set forth in "Public Offering-Discounts for
Certain Persons."

Eligible dealer firms and other selling agents who sell at least $1,000,000 of
Trust Units during the initial offering period will be entitled to up to
0.025% of the Public Offering Price per Unit additional sales concession.

Dealers and other selling agents will not receive a concession on the sale of
Units which are not subject to a transactional sales charge, but such Units
will be included in determining whether the above volume sales levels are met.

Page 15

Eligible dealer firms and other selling agents include clearing firms that
place orders with First Trust and provide First Trust with information with
respect to the representatives who initiated such transactions. Eligible
dealer firms and other selling agents will not include firms that solely
provide clearing services to other broker/dealer firms or firms who place
orders through clearing firms that are eligible dealers. We reserve the right
to change the amount of concessions or agency commissions from time to time.
Certain commercial banks may be making Units of the Trust available to their
customers on an agency basis. A portion of the transactional sales charge paid
by these customers is kept by or given to the banks in the amounts shown above.

Other Compensation and Benefits to Broker/Dealers.

The Sponsor, at its own expense and out of its own profits, currently provides
additional compensation and benefits to broker/dealers who sell Units of this
Trust and other First Trust products. This compensation is intended to result
in additional sales of First Trust products and/or compensate broker/dealers
and financial advisors for past sales. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
but are not limited to, the level or type of services provided by the
intermediary, the level or expected level of sales of First Trust products by
the intermediary or its agents, the placing of First Trust products on a
preferred or recommended product list, access to an intermediary's personnel,
and other factors. The Sponsor makes these payments for marketing, promotional
or related expenses, including, but not limited to, expenses of entertaining
retail customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor makes such payments to a substantial majority
of intermediaries that sell First Trust products. The Sponsor may also make
certain payments to, or on behalf of, intermediaries to defray a portion of
their costs incurred for the purpose of facilitating Unit sales, such as the
costs of developing or purchasing trading systems to process Unit trades.
Payments of such additional compensation described in this and the preceding
paragraph, some of which may be characterized as "revenue sharing," create a
conflict of interest by influencing financial intermediaries and their agents
to sell or recommend a First Trust product, including the Trust, over products
offered by other sponsors or fund companies. These arrangements will not
change the price you pay for your Units.

Advertising and Investment Comparisons.

Advertising materials regarding the Trust may discuss several topics,
including: developing a long-term financial plan; working with your financial
professional; the nature and risks of various investment strategies and unit
investment trusts that could help you reach your financial goals; the
importance of discipline; how the Trust operates; how securities are selected;
various unit investment trust features such as convenience and costs; and
options available for certain types of unit investment trusts. These materials
may include descriptions of the principal businesses of the companies
represented in the Trust, research analysis of why they were selected and
information relating to the qualifications of the persons or entities
providing the research analysis. In addition, they may include research
opinions on the economy and industry sectors included and a list of investment
products generally appropriate for pursuing those recommendations.

From time to time we may compare the estimated returns of the Trust (which may
show performance net of the expenses and charges the Trust would have
incurred) and returns over specified periods of other similar trusts we
sponsor in our advertising and sales materials, with (1) returns on other
taxable investments such as the common stocks comprising various market
indexes, corporate or U.S. Government bonds, bank CDs and money market
accounts or funds, (2) performance data from Morningstar, Inc. or (3)
information from publications such as Money, The New York Times, U.S. News and
World Report, Bloomberg Businessweek, Forbes or Fortune. The investment
characteristics of the Trust differ from other comparative investments. You
should not assume that these performance comparisons will be representative of
the Trust's future performance. We may also, from time to time, use
advertising which classifies trusts or portfolio securities according to
capitalization and/or investment style.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum transactional
sales charge per Unit less any reduction as stated in "Public Offering." We
will also receive the amount of any collected creation and development fee.
Also, any difference between our cost to purchase the Securities and the price
at which we sell them to the Trust is considered a profit or loss (see Note 2
of "Schedule of Investments"). During the initial offering period, dealers and

Page 16

others may also realize profits or sustain losses as a result of fluctuations
in the Public Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price at
which we purchase Units and the price at which we sell or redeem them will be
a profit or loss to us.

The Secondary Market

Although not obligated, we may maintain a market for the Units after the
initial offering period and continuously offer to purchase Units at prices
based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the Evaluator
fees and Trustee costs to transfer and record the ownership of Units. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF YOUR
UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE MAKING A TENDER
FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem your Units before you
have paid the total deferred sales charge on your Units, you will have to pay
the remainder at that time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table." If
actual expenses of the Trust exceed the estimate, the Trust will bear the
excess. The Trustee will pay operating expenses of the Trust from the Income
Account of the Trust if funds are available, and then from the Capital
Account. The Income and Capital Accounts are non-interest-bearing to Unit
holders, so the Trustee may earn interest on these funds, thus benefiting from
their use.

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio Supervisor
and Evaluator and will be compensated for providing portfolio supervisory
services and evaluation services as well as bookkeeping and other
administrative services to the Trust. In providing portfolio supervisory
services, the Portfolio Supervisor may purchase research services from a
number of sources, which may include underwriters or dealers of the Trust. As
Sponsor, we will receive brokerage fees when the Trust uses us (or an
affiliate of ours) as agent in buying or selling Securities. As authorized by
the Indenture, the Trustee may employ a subsidiary or affiliate of the Trustee
to act as broker to execute certain transactions for the Trust. The Trust will
pay for such services at standard commission rates.

The fees payable to First Trust Advisors L.P. and the Trustee are based on the
largest aggregate number of Units of the Trust outstanding at any time during
the calendar year, except during the initial offering period, in which case
these fees are calculated based on the largest number of Units outstanding
during the period for which compensation is paid. These fees may be adjusted
for inflation without Unit holders' approval, but in no case will the annual
fees paid to us or our affiliates for providing services to all unit
investment trusts be more than the actual cost of providing such services in
such year.

As Sponsor, we will receive a fee from the Trust for creating and developing
the Trust, including determining the Trust's objectives, policies, composition
and size, selecting service providers and information services and for
providing other similar administrative and ministerial functions. The
"creation and development fee" is a charge of $.060 per Unit accrued on a
daily basis from the end of the initial offering period through the Mandatory
Termination Date. The Trustee will deduct the accrued amount from the Trust's
assets on each distribution date. If you redeem your Units prior to the
Mandatory Termination Date, you will not be assessed any unaccrued creation
and development fee. We do not use this fee to pay distribution expenses or as
compensation for sales efforts.

In addition to the Trust's operating expenses and those fees described above,
the Trust may also incur the following charges:

- All legal expenses of the Trustee according to its responsibilities under
the Indenture;

- The expenses and costs incurred by the Trustee to protect the Trust and your
rights and interests (i.e., participating in litigation concerning a portfolio
security) and the costs of indemnifying the Trustee;

Page 17

- Fees for any extraordinary services the Trustee performed under the Indenture;

- Payment for any loss, liability or expense the Trustee incurred without
negligence, bad faith or willful misconduct on its part, in connection with
its acceptance or administration of the Trust;

- Payment for any loss, liability or expenses we incurred without negligence,
bad faith or willful misconduct in acting as Sponsor of the Trust;

- Foreign custodial and transaction fees (which may include compensation paid
to the Trustee or its subsidiaries or affiliates) if any; and/or

- All taxes and other government charges imposed upon the Securities or any
part of the Trust.

The above expenses and the Trustee's annual fee are secured by a lien on the
Trust. In addition, if there is not enough cash in the Income or Capital
Account, the Trustee has the power to sell Securities to make cash available
to pay these charges which may result in capital gains or losses to you. See
"Tax Status."

Tax Status

Federal Tax Matters.

This section discusses some of the main U.S. federal income tax consequences
of owning Units of the Trust as of the date of this prospectus. Tax laws and
interpretations change frequently, and this summary does not describe all of
the tax consequences to all taxpayers. For example, this summary generally
does not describe your situation if you are a broker/dealer or other investor
with special circumstances. In addition, this section may not describe your
state, local or non-U.S. tax consequences.

This federal income tax summary is based in part on the advice of counsel to
the Sponsor. The Internal Revenue Service ("IRS") could disagree with any
conclusions set forth in this section. In addition, our counsel may not have
been asked to review, and may not have reached a conclusion with respect to
the federal income tax treatment of the assets to be deposited in the Trust.
This summary may not be sufficient for you to use for the purpose of avoiding
penalties under federal tax law.

As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.

Trust Status.

Unit investment trusts maintain both Income and Capital Accounts, regardless
of tax structure. Please refer to the "Income and Capital Distributions"
section of the prospectus for more information.

The Trust intends to qualify as a grantor trust under the federal tax laws. If
the Trust qualifies as a grantor trust, the Trust will not be taxed as a
corporation for federal income tax purposes and will not pay federal income
taxes. For federal income tax purposes, in grantor trusts you are deemed to
own a pro rata portion of the underlying assets of the Trust directly, and as
such you will be considered to have received a pro rata share of income. All
taxability issues are taken into account at the Unit holder level.

Income from the Trust.

Income realized by the Trust passes through and is treated as income of the
Unit holders. Income is reported without any deduction for expenses. Expenses
are separately reported. Generally, the income paid to Unit holders is net the
expenses of the Trust, but the income reportable by Unit holders is gross the
expenses of the Trust.

You may be required to recognize income for federal income tax purposes in one
year even if you do not receive a corresponding distribution from the Trust,
or do not receive the corresponding distribution from the Trust until a later
year. This is true even if you elect to have your distributions reinvested
into additional Units. In addition, the income that you must take into account
for federal income tax purposes is not reduced by amounts used to pay sales
charges or Trust expenses.

Some income from the Trust assets may have been received as long-term capital
gains, which, if you are an individual, is generally taxed at a lower rate
than your ordinary income and short-term capital gain income. Income from the
Trust assets (including capital gain income) may also be subject to a
"Medicare tax" if your adjusted gross income exceeds certain threshold amounts.

Certain Stock Dividends.

Ordinary income dividends paid on certain stock held by the Trust are
generally taxed at the same rates that apply to long-term capital gains,
provided certain holding period requirements are satisfied and provided the
dividends are attributable to qualifying dividend income ("QDI") received by
the Trust itself. Ordinary income dividends that do not meet these
requirements will generally be taxed at ordinary income tax rates. After the
end of the tax year, the Trust will provide a tax statement to its Unit
holders reporting the amount of any distribution which may be taken into
account as a dividend which is eligible for the capital gains tax rates.

Page 18

Unit holders that are corporations may be eligible for the dividends received
deduction on qualifying dividends received by the Trust from certain
corporations.

Sale of Units.

If you sell your Units (whether to a third party or to the Trust), you will
generally recognize a taxable gain or loss. To determine the amount of this
gain or loss, you must subtract your (adjusted) tax basis in your Trust assets
from the amount you receive from the sale. You can generally determine your
original tax basis in each Trust asset by apportioning the cost of your Units,
including sales charges, among the Trust assets ratably according to their
values on the date you acquire your Units. In certain circumstances, however,
you may have to use information provided by the Trustee to adjust your tax
basis after you acquire your Units (for example, in the case of certain
corporate events affecting an issuer, such as stock splits or mergers, or in
the case of certain dividends that exceed a corporation's accumulated earnings
and profits).

The tax statement you receive may contain information to allow you to
calculate and adjust your basis in Trust assets and determine whether any gain
or loss recognized by you should be considered long-term capital gain, short-
term capital gain or return of capital. The information reported to you is
based upon rules that do not take into consideration all of the facts that may
be known to you or to your advisors. You should consult with your tax advisor
about any adjustments that may need to be made to the information reported to
you in determining the amount of your gain or loss.

Under the wash sale rules, all or a portion of any loss you may recognize on a
disposition of your Units or on a disposition of assets by the Trust may be
disallowed if you purchase stocks or other assets that are the same as or
substantially identical to any of the assets held directly or indirectly
through the Trust within 30 days of the disposition.

Distribution Reinvestment Option.

If you elect to reinvest your distributions into additional Units, you will be
treated as if you have received your distribution in an amount equal to the
distribution you are entitled to. Your tax liability will be the same as if
you received the distribution in cash. Also, the reinvestment would generally
be considered a purchase of new Units for federal income tax purposes.

Treatment of Trust Expenses.

Generally, for federal income tax purposes, you must take into account your
full pro rata share of your Trust's income, even if some of that income is
used to pay Trust expenses. You may not be able to take a deduction for some
or all of these expenses even if the cash you receive is reduced by such
expenses.

Investments in Certain Non-U.S. Corporations.

A foreign corporation will generally be treated as a passive foreign
investment company ("PFIC") if 75% or more of its income is passive income or
if 50% or more of its assets are held to produce passive income. If the Trust
purchases shares in PFICs, you may be subject to U.S. federal income tax on a
portion of certain distributions from the PFICs or on gains from the
disposition of such PFIC shares at tax rates that were applicable in prior
years and any gain may be recharacterized as ordinary income that is not
eligible for the lower net capital gains tax rate. Additional charges in the
form of interest may also be imposed on you. Certain elections may be
available with respect to PFICs that would limit these consequences. However,
these elections would require you to include certain income of the PFICs in
your taxable income even if not distributed to the Trust or to you, or require
you to annually recognize as ordinary income any increase in the value of the
shares of the PFICs, thus requiring you to recognize income for federal income
tax purposes in excess of your actual distributions from PFICs and proceeds
from dispositions of PFIC stock during a particular year. Dividends paid by
PFICs are not treated as QDI to shareholders of the PFICs.

Non-U.S. Financial Accounts.

The Trust may directly or indirectly hold financial accounts outside of the
United States. You may have certain reporting obligations to the United States
Treasury Department under its rules relating to the reporting of foreign bank
and financial accounts (commonly known as FBAR). You should consult with your
tax advisor as to any reporting obligations that you may have as a result of
your investment in the Trust.

Non-U.S. Investors.

If you are a non-U.S. investor, distributions from the Trust treated as
dividends will generally be subject to a U.S. withholding tax of 30% of the
distribution. Certain dividends, such as capital gains dividends, short-term
capital gains dividends, and distributions that are attributable to exempt-
interest income or certain other interest income, may not be subject to U.S.
withholding taxes. In addition, some non-U.S. investors may be eligible for a
reduction or elimination of U.S. withholding taxes under a treaty. However,
the qualification for those exclusions may not be known at the time of the
distribution.

Page 19

Separately, the United States, pursuant to the Foreign Account Tax Compliance
Act ("FATCA") imposes a 30% tax on certain non-U.S. entities that receive U.S.
source interest or dividends if the non-U.S. entity does not comply with
certain U.S. disclosure and reporting requirements. This FATCA tax also
currently applies to the gross proceeds from the disposition of securities
that produce U.S. source interest or dividends. However, proposed regulations
may eliminate the requirement to withhold on payments of gross proceeds from
dispositions.

It is the responsibility of the entity through which you hold your Units to
determine the applicable withholding.

Foreign Tax Credit.

If the Trust directly or indirectly invests in non-U.S. stocks, the tax
statement that you receive may include an item showing foreign taxes the Trust
paid to other countries. You may be able to deduct or receive a tax credit for
your share of these taxes. The Trust would have to meet certain IRS
requirements in order to pass through credits to you.

In-Kind Distributions.

If permitted by this prospectus, as described in "Redeeming Your Units," you
may request an In-Kind Distribution of Trust assets when you redeem your Units
at any time prior to 30 business days before the Trust's Mandatory Termination
Date. However, this ability to request an In-Kind Distribution will terminate
at any time that the number of outstanding Units has been reduced to 10% or
less of the highest number of Units issued by the Trust. You will not
recognize gain or loss if you only receive whole Trust assets in exchange for
the identical amount of your pro rata portion of the same Trust assets held by
your Trust. However, if you also receive cash in exchange for a Trust asset or
a fractional portion of a Trust asset, you will generally recognize gain or
loss based on the difference between the amount of cash you receive and your
tax basis in such Trust asset or fractional portion.

Rollovers.

If you elect to have your proceeds from the Trust rolled over into a future
series of the Trust, the exchange would generally be considered a sale for
federal income tax purposes. Under the wash sale rules, if the series into
which you roll your proceeds holds the same or substantially identical assets,
any loss you recognize on the rollover will be disallowed.

State and Local Taxes.

Based on the advice of Carter Ledyard & Milburn, LLP, special counsel to the
Trust for New York tax matters, under the existing income tax laws of the
State and City of New York, assuming that the Trust is not treated as a
corporation for federal income tax purposes, the Trust will not be taxed as a
corporation for New York State and New York City purposes and the income of
the Trust will be treated as the income of the Unit holders in the same manner
as for federal income tax purposes.

You should consult your tax advisor regarding potential foreign, state or
local taxation with respect to your Units.

Retirement Plans

You may purchase Units of the Trust for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received in each
of the above plans is deferred until you receive distributions. These
distributions are generally treated as ordinary income but may, in some cases,
be eligible for special averaging or tax-deferred rollover treatment. Before
participating in a plan like this, you should review the tax laws regarding
these plans and consult your attorney or tax advisor. Brokerage firms and
other financial institutions offer these plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

Ownership of Units will not be evidenced by certificates. If you purchase or
hold Units through a broker/dealer or bank, your ownership of Units will be
recorded in book-entry form at the Depository Trust Company ("DTC") and
credited on its records to your broker/dealer's or bank's DTC account.
Transfer of Units will be accomplished by book entries made by DTC and its
participants if the Units are registered to DTC or its nominee, Cede & Co. DTC
will forward all notices and credit all payments received in respect of the
Units held by the DTC participants. You will receive written confirmation of
your purchases and sales of Units from the broker/dealer or bank through which
you made the transaction. You may transfer your Units by contacting the
broker/dealer or bank through which you hold your Units.

Page 20

Unit Holder Reports.

The Trustee will prepare a statement detailing the per Unit amounts (if any)
distributed from the Income Account and Capital Account in connection with
each distribution. In addition, at the end of each calendar year, the Trustee
will prepare a statement which contains the following information:

- A summary of transactions in the Trust for the year;

- A list of any Securities sold during the year and the Securities held at the
end of that year by the Trust;

- The Redemption Price per Unit, computed on the 31st day of December of such
year (or the last business day before); and

- Amounts of income and capital distributed during the year.

By February 15th yearly, the Annual Reports are posted to the Sponsor's
website (www.ftportfolios.com) in the UIT Tax Center and retrievable by CUSIP.
You may also request one be sent to you by calling the Sponsor at 800-621-
1675, dept. code 2. In addition, you may also request from the Trustee copies
of the evaluations of the Securities as prepared by the Evaluator to enable
you to comply with applicable federal and state tax reporting requirements.

Income and Capital Distributions

You will begin receiving distributions on your Units only after you become a
Record Owner. The Trustee will credit any dividends received on the Trust's
Securities to the Income Account of the Trust. All other receipts, such as
return of capital or capital gain dividends, are credited to the Capital
Account of the Trust. Dividends received on foreign Securities, if any, are
converted into U.S. dollars at the applicable exchange rate.

The Trustee will distribute money from the Income and Capital Accounts, as
determined at the monthly Record Date, monthly on the twenty-fifth day of each
month to Unit holders of record on the tenth day of such month provided the
aggregate amount, exclusive of sale proceeds, available for distribution in
the Income and Capital Accounts equals at least 0.1% of the net asset value of
the Trust. Undistributed money in the Income and Capital Accounts will be
distributed in the next month in which the aggregate amount available for
distribution, exclusive of sale proceeds, equals or exceeds 0.1% of the net
asset value of the Trust. See "Summary of Essential Information." No income
distribution will be paid if accrued expenses of the Trust exceed amounts in
the Income Account on the Distribution Dates. Distribution amounts will vary
with changes in the Trust's fees and expenses, in dividends received and with
the sale of Securities. The Trustee will distribute sale proceeds in the
Capital Account, net of amounts designated to meet redemptions, pay the
deferred sales charge and accrued creation and development fee or pay
expenses, on the twenty-fifth day of each month to Unit holders of record on
the tenth day of such month provided the amount equals at least $1.00 per 100
Units. If the Trustee does not have your taxpayer identification number
("TIN"), it is required to withhold a certain percentage of your distribution
and deliver such amount to the IRS. You may recover this amount by giving your
TIN to the Trustee, or when you file a tax return. However, you should check
your statements to make sure the Trustee has your TIN to avoid this "back-up
withholding."

If an Income or Capital Account distribution date is a day on which the NYSE
is closed, the distribution will be made on the next day the stock exchange is
open. Distributions are paid to Unit holders of record determined as of the
close of business on the Record Date for that distribution or, if the Record
Date is a day on which the NYSE is closed, the first preceding day on which
the exchange is open.

We anticipate that there will be enough money in the Capital Account of the
Trust to pay the deferred sales charge to the Sponsor. If not, the Trustee may
sell Securities to meet the shortfall.

Within a reasonable time after the Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money from
the sale of the Securities and amounts in the Income and Capital Accounts. All
Unit holders will receive a pro rata share of any other assets remaining in
the Trust after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within the Trust to
cover anticipated state and local taxes or any governmental charges to be paid
out of the Trust.

Distribution Reinvestment Option. You may elect to have each distribution of
income and/or capital reinvested into additional Units of the Trust by
notifying your broker/dealer or bank within the time period required by such
entities so that they can notify the Trustee of your election at least 10 days
before any Record Date. Each later distribution of income and/or capital on
your Units will be reinvested by the Trustee into additional Units of the
Trust. There is no sales charge on Units acquired through the Distribution

Page 21

Reinvestment Option, as discussed under "Public Offering." This option may not
be available in all states. Each reinvestment plan is subject to availability
or limitation by the Sponsor and each broker/dealer or selling firm. The
Sponsor or broker/dealers may suspend or terminate the offering of a
reinvestment plan at any time. Because the Trust may begin selling Securities
nine business days prior to the Mandatory Termination Date, reinvestment is
not available during this period. Please contact your financial professional
for additional information. PLEASE NOTE THAT EVEN IF YOU REINVEST
DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending a request
for redemption to your broker/dealer or bank through which you hold your
Units. No redemption fee will be charged, but you are responsible for any
governmental charges that apply. Certain broker/dealers may charge a
transaction fee for processing redemption requests. Two business days after
the day you tender your Units (the "Date of Tender") you will receive cash in
an amount for each Unit equal to the Redemption Price per Unit calculated at
the Evaluation Time on the Date of Tender.

The Date of Tender is considered to be the date on which your redemption
request is received by the Trustee from the broker/dealer or bank through
which you hold your Units (if such day is a day the NYSE is open for trading).
However, if the redemption request is received after 4:00 p.m. Eastern time
(or after any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next day the
NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn from the
Income Account of the Trust if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken from
the Capital Account of the Trust. The IRS will require the Trustee to withhold
a portion of your redemption proceeds if the Trustee does not have your TIN as
generally discussed under "Income and Capital Distributions."

If you tender for redemption at least 2,500 Units, or such larger amount as
required by your broker/dealer or bank, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the Redemption
Price per Unit by making this request to your broker/dealer or bank at the time
of tender. However, to be eligible to participate in the In-Kind Distribution
option at redemption, Unit holders must hold their Units through the end of the
initial offering period. No In-Kind Distribution requests submitted during the
30 business days prior to the Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In- Kind Distribution by
distributing each of the Securities in book-entry form to your bank's or
broker/dealer's account at DTC. This option is generally eligible only for
stocks traded and held in the United States, thus excluding most foreign
Securities. The Trustee will subtract any customary transfer and registration
charges from your In-Kind Distribution. As a tendering Unit holder, you will
receive your pro rata number of whole shares of the Securities that make up the
portfolio, and cash from the Capital Account equal to the non-eligible
Securities and fractional shares to which you are entitled.

The Trustee may sell Securities to make funds available for redemption. If
Securities are sold, the size and diversification of the Trust will be
reduced. These sales may result in lower prices than if the Securities were
sold at a different time.

Your right to redeem Units (and therefore, your right to receive payment) may
be delayed:

- If the NYSE is closed (other than customary weekend and holiday closings);

- If the SEC determines that trading on the NYSE is restricted or that an
emergency exists making sale or evaluation of the Securities not reasonably
practical; or

- For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts of the Trust not designated to
purchase Securities;

2. the aggregate underlying value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the date
of computation; and

deducting

1. any applicable taxes or governmental charges that need to be paid out of
the Trust;

2. any amounts owed to the Trustee for its advances;

Page 22

3. estimated accrued expenses of the Trust, if any;

4. cash held for distribution to Unit holders of record of the Trust as of the
business day before the evaluation being made;

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by the Trust; and

dividing

1. the result by the number of outstanding Units of the Trust.

Any remaining deferred sales charge on the Units when you redeem them will be
deducted from your redemption proceeds. In addition, until they are collected,
the Redemption Price per Unit will include estimated organization costs as set
forth under "Fee Table."

Investing in a New Trust

The Trust's portfolio has been selected on the basis of above-average capital
appreciation for a limited time period. When the Trust is about to terminate,
you may have the option to roll your proceeds into the next series of the
Trust (the "New Trust") if one is available. We intend to create the New Trust
in conjunction with the termination of the Trust and plan to apply the same
strategy we used to select the portfolio for the Trust to the New Trust.

If you wish to have the proceeds from your Units rolled into the New Trust you
must notify the broker/dealer where your Units are held of your election prior
to that firm's cut-off date. If you make this election you will be considered
a "Rollover Unit holder."

Once all of the Securities are sold in connection with the termination of the
Trust, as described in "Amending or Terminating the Indenture," your proceeds,
less any brokerage fees, governmental charges or other expenses involved in
the sales, will be used to buy units of a New Trust or trust with a similar
investment strategy that you have selected, provided such trusts are
registered and being offered. Accordingly, proceeds may be uninvested for up
to several days. Units purchased with rollover proceeds will generally be
purchased subject to the sales charge set forth in the prospectus for such
trust.

We intend to create New Trust units as quickly as possible, depending on the
availability of the securities contained in a New Trust's portfolio. Rollover
Unit holders will be given first priority to purchase New Trust units. We
cannot, however, assure the exact timing of the creation of New Trust units or
the total number of New Trust units we will create. Any proceeds not invested
on behalf of Rollover Unit holders in New Trust units will be distributed
within a reasonable time after such occurrence. Although we believe that
enough New Trust units can be created, monies in a New Trust may not be fully
invested on the next business day.

Please note that there are certain tax consequences associated with becoming a
Rollover Unit holder. See "Tax Status." We may modify, amend or terminate this
rollover option upon 60 days notice.

Removing Securities from the Trust

The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain limited
circumstances, including situations in which:

- The issuer of the Security defaults in the payment of a declared dividend;

- Any action or proceeding prevents the payment of dividends;

- There is any legal question or impediment affecting the Security;

- The issuer of the Security has breached a covenant which would affect the
payment of dividends, the issuer's credit standing, or otherwise damage the
sound investment character of the Security;

- The issuer has defaulted on the payment of any other of its outstanding
obligations;

- There has been a public tender offer made for a Security or a merger or
acquisition is announced affecting a Security, and that in our opinion the
sale or tender of the Security is in the best interest of Unit holders;

- The sale of Securities is necessary or advisable (i) in order to maintain
the qualification of a Trust as a "regulated investment company" in the case
of the Trust which has elected to qualify as such or (ii) to provide funds to
make any distribution for a taxable year in order to avoid imposition of any
income or excise taxes on undistributed income in a Trust which is a
"regulated investment company";

- The price of the Security has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Security would be
harmful to the Trust;

- As a result of the ownership of the Security, the Trust or its Unit holders
would be a direct or indirect shareholder of a passive foreign investment
company; or

- The sale of the Security is necessary for the Trust to comply with such
federal and/or state laws, regulations and/or regulatory actions and
interpretations which may be in effect from time to time.

Page 23

Except in the limited instance in which the Trust acquires Replacement
Securities, as described in "The FT Series," the Trust may not acquire any
securities or other property other than the Securities. The Trustee, on behalf
of the Trust, will reject any offer for new or exchanged securities or
property in exchange for a Security, such as those acquired in a merger or
other transaction. If such exchanged securities or property are nevertheless
acquired by the Trust, at our instruction, they will either be sold or held in
the Trust. In making the determination as to whether to sell or hold the
exchanged securities or property we may get advice from the Portfolio
Supervisor. Any proceeds received from the sale of Securities, exchanged
securities or property will be credited to the Capital Account for
distribution to Unit holders or to meet redemption requests. The Trustee may
retain and pay us or an affiliate of ours to act as agent for the Trust to
facilitate selling Securities, exchanged securities or property from the
Trust. If we or our affiliate act in this capacity, we will be held subject to
the restrictions under the 1940 Act. When acting in an agency capacity, we may
select various broker/dealers to execute securities transactions on behalf of
the Trust, which may include broker/dealers who sell Units of the Trust. We do
not consider sales of Units of the Trust or any other products sponsored by
First Trust as a factor in selecting such broker/dealers. As authorized by the
Indenture, the Trustee may also employ a subsidiary or affiliate of the
Trustee to act as broker in selling such Securities or property. The Trust
will pay for these brokerage services at standard commission rates.

The Trustee may sell Securities designated by us, or, absent our direction, at
its own discretion, in order to meet redemption requests or pay expenses. In
designating Securities to be sold, we will try to maintain the proportionate
relationship among the Securities. If this is not possible, the composition
and diversification of the Trust may be changed.

Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without your
consent:

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

- To make any amendment required by any governmental agency; or

- To make other changes determined not to be adverse to your best interests
(as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trust will terminate on the
Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:

- Upon the consent of 100% of the Unit holders of the Trust;

- If the value of the Securities owned by the Trust as shown by any evaluation
is less than the lower of $2,000,000 or 20% of the total value of Securities
deposited in the Trust during the initial offering period ("Discretionary
Liquidation Amount"); or

- In the event that Units of the Trust not yet sold aggregating more than 60%
of the Units of the Trust are tendered for redemption by underwriters,
including the Sponsor.

If the Trust is terminated due to this last reason, we will refund your entire
sales charge; however, termination of the Trust before the Mandatory
Termination Date for any other stated reason will result in all remaining
unpaid deferred sales charges on your Units being deducted from your
termination proceeds. For various reasons, the Trust may be reduced below the
Discretionary Liquidation Amount and could therefore be terminated before the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning nine
business days prior to, and no later than, the Mandatory Termination Date. We
will determine the manner and timing of the sale of Securities. Because the
Trustee must sell the Securities within a relatively short period of time, the
sale of Securities as part of the termination process may result in a lower
sales price than might otherwise be realized if such sale were not required at
this time.

If you do not elect to participate in the rollover option, you will receive a
cash distribution from the sale of the remaining Securities, along with your
interest in the Income and Capital Accounts, within a reasonable time after
the Trust is terminated. The Trustee will deduct from the Trust any accrued
costs, expenses, advances or indemnities provided for by the Indenture,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to pay any taxes or other governmental
charges.

Page 24

Information on
SkyBridge Capital II, LLC, the Sponsor, Trustee and Evaluator

SkyBridge Capital II, LLC

SkyBridge is a global investment manager that invests in hedge funds, digital
assets, private equity, and real estate. As of December 31, 2020, SkyBridge
had $7.4 billion under management or advisory.

The Sponsor.

We, First Trust Portfolios L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust" brand
name and other securities. An Illinois limited partnership formed in 1991, we
took over the First Trust product line and act as Sponsor for successive
series of:

- The First Trust Combined Series

- FT Series (formerly known as The First Trust Special Situations Trust)

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $500 billion in First Trust
unit investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of FINRA and SIPC. Our principal offices are at 120 East
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As of
December 31, 2020, the total partners' capital of First Trust Portfolios L.P.
was $82,953,781.

This information refers only to us and not to the Trust or to any series of
the Trust or to any other dealer. We are including this information only to
inform you of our financial responsibility and our ability to carry out our
contractual obligations. We will provide more detailed financial information
on request.

Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on Trust
transactions to report personal securities transactions. The purpose of the
code is to avoid potential conflicts of interest and to prevent fraud,
deception or misconduct with respect to the Trust.

The Trustee.

The Trustee is The Bank of New York Mellon, a trust company organized under
the laws of New York. The Bank of New York Mellon has its unit investment
trust division offices at 240 Greenwich Street, New York, New York 10286,
telephone 800-813-3074. If you have questions regarding your account or your
Trust, please contact the Trustee at its unit investment trust division
offices or your financial advisor. The Sponsor does not have access to
individual account information. The Bank of New York Mellon is subject to
supervision and examination by the Superintendent of the New York State
Department of Financial Services and the Board of Governors of the Federal
Reserve System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.

The Trustee has not participated in selecting the Securities; it only provides
administrative services.

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for not
taking any action in good faith according to the Indenture. We will also not
be accountable for errors in judgment. We will only be liable for our own
willful misfeasance, bad faith, gross negligence (ordinary negligence in the
Trustee's case) or reckless disregard of our obligations and duties. The
Trustee is not liable for any loss or depreciation when the Securities are
sold. If we fail to act under the Indenture, the Trustee may do so, and the
Trustee will not be liable for any action it takes in good faith under the
Indenture.

The Trustee will not be liable for any taxes or other governmental charges or
interest on the Securities which the Trustee may be required to pay under any
present or future law of the United States or of any other taxing authority
with jurisdiction. Also, the Indenture states other provisions regarding the
liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not able to
act or become bankrupt, or if our affairs are taken over by public
authorities, then the Trustee may:

- Appoint a successor sponsor, paying them a reasonable rate not more than
that stated by the SEC;

- Terminate the Indenture and liquidate the Trust; or

- Continue to act as Trustee without terminating the Indenture.

Page 25

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited partnership
formed in 1991 and an affiliate of the Sponsor. The Evaluator's address is 120
East Liberty Drive, Wheaton, Illinois 60187.

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make determinations
in good faith based upon the best available information, but will not be
liable to the Trustee, Sponsor or Unit holders for errors in judgment.

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler LLP, 111 W. Monroe St., Chicago, Illinois
60603. They have passed upon the legality of the Units offered hereby and
certain matters relating to federal tax law. Carter Ledyard & Milburn LLP acts
as the Trustee's counsel, as well as special New York tax counsel for the Trust.

Experts.

The Trust's statement of net assets, including the schedule of investments, as
of the opening of business on the Initial Date of Deposit included in this
prospectus, have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Sponsor, you will receive free of charge supplemental
information about this Series, which has been filed with the SEC and to which
we have referred throughout. This information states more specific details
concerning the nature, structure and risks of this product.

Page 26

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Page 27

FIRST TRUST(R)

FTP SkyBridge Digital Innovation Portfolio, Series 3

FT 9725

Sponsor:

First Trust Portfolios L.P.

Member SIPC o Member FINRA
120 East Liberty Drive
Wheaton, Illinois 60187
800-621-1675

Trustee:

The Bank of New York Mellon

240 Greenwich Street
New York, New York 10286
800-813-3074
24-Hour Pricing Line:
800-446-0132
Please refer to the "Summary of Essential Information" for the Product Code.

________________________

When Units of the Trust are no longer available, this prospectus may be used
as a preliminary prospectus for a future series, in which case you should note
the following:

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL THAT
SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE COMMISSION. NO
SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE ILLEGAL.

_________________________

This prospectus contains information relating to the above-mentioned unit
investment trust, but does not contain all of the information about this
investment company as filed with the SEC in Washington, D.C. under the:

- Securities Act of 1933 (file no. 333-259943) and

- Investment Company Act of 1940 (file no. 811-05903)

Information about the Trust, including its Code of Ethics, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. Information
regarding the operation of the SEC's Public Reference Room may be obtained by
calling the SEC at 202-942-8090.

Information about the Trust is available on the EDGAR Database on the SEC's
Internet site at www.sec.gov.

To obtain copies at prescribed rates -

Write: Public Reference Section of the SEC
100 F Street, N.E.
Washington, D.C. 20549
e-mail address: publicinfo@sec.gov

November 19, 2021

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 28

FIRST TRUST(R)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trust contained in FT
9725 not found in the prospectus for the Trust. This Information Supplement is
not a prospectus and does not include all of the information you should
consider before investing in the Trust. This Information Supplement should be
read in conjunction with the prospectus for the Trust in which you are
considering investing.

This Information Supplement is dated November 19, 2021. Capitalized terms have
been defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Exchange Rates 2
Small and/or Mid Capitalization Companies 3
Concentrations
Concentration Risk 3
Financials 3
Information Technology 4
Securities Selected for FTP SkyBridge Digital
Innovation Portfolio, Series 3 5

Risk Factors

Securities. An investment in Units should be made with an understanding of the
risks which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Securities or the general
condition of the relevant stock market may worsen, and the value of the
Securities and therefore the value of the Units may decline. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases of value, as market confidence in and perceptions of
the issuers change. These perceptions are based on unpredictable factors,
including expectations regarding government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction, and
global or regional political, economic or banking crises.

Dividends. Shareholders of common stocks have rights to receive payments from
the issuers of those common stocks that are generally subordinate to those of
creditors of, or holders of debt obligations or preferred stocks of, such
issuers. Shareholders of common stocks have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. Cumulative preferred stock dividends must be
paid before common stock dividends, and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stockholders are also generally entitled
to rights on liquidation which are senior to those of common stockholders.

Foreign Issuers. The following section applies to individual Trusts which
contain Securities issued by, or invest in securities issued by, foreign
entities. Since certain of the Securities held by the Trust consist of, or
invest in, securities issued by foreign entities, an investment in the Trust
involves certain investment risks that are different in some respects from an
investment in a trust which invests solely in the securities of domestic
entities. These investment risks include future political or governmental
restrictions which might adversely affect the payment or receipt of payment of
dividends on the relevant Securities, the possibility that the financial
condition of the issuers of the Securities may become impaired or that the

Page 1

general condition of the relevant stock market may worsen (both of which would
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are not
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, there may be less publicly available information than is available
from a domestic issuer. Also, foreign issuers are not necessarily subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition, fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the United States and there is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the United States. However, due
to the nature of the issuers of the Securities selected for the Trust, the
Sponsor believes that adequate information will be available to allow the
Supervisor to provide portfolio surveillance for the Trust.

Securities issued by non-U.S. issuers may pay interest and/or dividends in
foreign currencies and may be principally traded in foreign currencies.
Therefore, there is a risk that the U.S. dollar value of these interest and/or
dividend payments and/or securities will vary with fluctuations in foreign
exchange rates.

On the basis of the best information available to the Sponsor at the present
time, none of the Securities in the Trust are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the
Securities. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payment to the Trust. The adoption of exchange control regulations and other
legal restrictions could have an adverse impact on the marketability of
international securities in the Trust and on the ability of the Trust to
satisfy its obligation to redeem Units tendered to the Trustee for redemption.
In addition, restrictions on the settlement of transactions on either the
purchase or sale side, or both, could cause delays or increase the costs
associated with the purchase and sale of the foreign Securities and
correspondingly could affect the price of the Units.

Investors should be aware that it may not be possible to buy all Securities at
the same time because of the unavailability of any Security, and restrictions
applicable to the Trust relating to the purchase of a Security by reason of
the federal securities laws or otherwise.

Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Securities by the Trust in the United States securities
markets are subject to severe restrictions and may not be practicable.
Accordingly, sales of these Securities by the Trust will generally be effected
only in foreign securities markets. Although the Sponsor does not believe that
the Trust will encounter obstacles in disposing of the Securities, investors
should realize that the Securities may be traded in foreign countries where
the securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or absent.

Exchange Rates. Certain of the Securities held by the Trust are principally
traded in foreign currencies and as such, involve investment risks that are
substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The United
States dollar value of the portfolio (and hence of the Units) and of the
distributions from the portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the relevant currencies. Most foreign
currencies have fluctuated widely in value against the United States dollar
for many reasons, including supply and demand of the respective currency, the
rate of inflation in the respective economies compared to the United States,
the impact of interest rate differentials between different currencies on the
movement of foreign currency rates, the balance of imports and exports goods
and services, the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United States and other
countries.

The post-World War II international monetary system was, until 1973, dominated
by the Bretton Woods Treaty which established a system of fixed exchange rates
and the convertibility of the United States dollar into gold through foreign
central banks. Starting in 1971, growing volatility in the foreign exchange
markets caused the United States to abandon gold convertibility and to effect
a small devaluation of the United States dollar. In 1973, the system of fixed
exchange rates between a number of the most important industrial countries of
the world, among them the United States and most Western European countries,
was completely abandoned. Subsequently, major industrialized countries have
adopted "floating" exchange rates, under which daily currency valuations
depend on supply and demand in a freely fluctuating international market. Many
smaller or developing countries have continued to "peg" their currencies to
the United States dollar although there has been some interest in recent years
in "pegging" currencies to "baskets" of other currencies or to a Special

Page 2

Drawing Right administered by the International Monetary Fund. In Europe, the
euro has been developed. Currencies are generally traded by leading
international commercial banks and institutional investors (including
corporate treasurers, money managers, pension funds and insurance companies).
From time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of preventing
or reducing substantial exchange rate fluctuations.

Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of currencies, interest rate
differentials between the currencies and the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well-particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling
large amounts of the same currency or currencies. However, over the long term,
the currency of a country with a low rate of inflation and a favorable balance
of trade should increase in value relative to the currency of a country with a
high rate of inflation and deficits in the balance of trade.

Small and/or Mid Capitalization Companies. The following section applies to
individual Trusts which contain Securities issued by, or invest in Securities
that hold securities issued by, small and/or mid capitalization companies.
While historically stocks of small and mid capitalization companies have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Such companies may have limited product
lines, markets or financial resources; may lack management depth or
experience; and may be more vulnerable to adverse general market or economic
developments than large companies. Some of these companies may distribute,
sell or produce products which have recently been brought to market and may be
dependent on key personnel.

The prices of small and mid cap company securities are often more volatile
than prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less publicly
available information. Also, because such companies normally have fewer shares
outstanding and these shares trade less frequently than large companies, it
may be more difficult for the Trusts which contain these Securities to buy and
sell significant amounts of such shares without an unfavorable impact on
prevailing market prices.

Concentrations

The Trust is concentrated in stocks of companies within the financials and
information technology sectors.

Financials. Companies in the financials sector include regional and money
center banks, securities brokerage firms, asset management companies, savings
banks and thrift institutions, specialty finance companies (e.g., credit card,
mortgage providers), insurance and insurance brokerage firms, consumer finance
firms, financial conglomerates, foreign banking and financial companies.

Financial companies are subject to extensive governmental regulation which
limits their activities and may affect their ability to earn a profit from a
given line of business. Government regulation may change frequently and may
have significant adverse consequences for companies in the financials sector,
including effects not intended by the regulation. New legislation and
regulatory changes could cause business disruptions, result in significant
loss of revenue, limit financial firms' ability to pursue business
opportunities, impact the value of business assets and impose additional costs
that may adversely affect business. There can be no assurance as to the actual
impact these laws and their implementing regulations, or any other
governmental program, will have on any individual financial company or on the
financial markets as a whole. Companies in the financials sector may also be
the targets of hacking and potential theft of proprietary or customer
information or disruptions in service, which could have a material adverse
effect on their businesses.

In addition, general economic conditions are important to the operations of
these companies, and financial difficulties of borrowers may have an adverse
effect on the profitability of financial companies. Financial companies can be
highly dependent upon access to capital markets, and any impediments to such
access, such as adverse overall economic conditions or a negative perception
in the capital markets of a financial company's financial condition or

Page 3

prospects, could adversely affect its business. Deterioration of credit
markets can have an adverse impact on a broad range of financial markets,
causing certain financial companies to incur large losses. In these
conditions, companies in the financials sector may experience significant
declines in the valuation of their assets, take actions to raise capital and
even cease operations. Some financial companies may also be required to accept
or borrow significant amounts of capital from government sources and may face
future government-imposed restrictions on their businesses or increased
government intervention. However, there is no guarantee that governments will
provide any such relief in the future. These actions may cause the securities
of many companies in the financials sector to decline in value.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets, in commercial and residential real
estate loans or any particular segment or industry; and competition from new
entrants in their fields of business. Banks, thrifts and their holding
companies are subject to extensive federal regulation and, when such
institutions are state-chartered, to state regulation as well. Such
regulations impose strict capital requirements and limitations on the nature
and extent of business activities that banks and thrifts may pursue.
Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the FDIC, can negatively impact
earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or insures
against any risk of investment in the securities issued by such institutions.

Interest rate levels, general economic conditions and price and marketing
competition also affect insurance company profits. Companies involved in the
insurance industry are engaged in underwriting, reinsuring, selling,
distributing or placing of property and casualty, life or health insurance.
Property and casualty insurance profits may also be affected by weather
catastrophes and other disasters. Life and health insurance profits may be
affected by mortality and morbidity rates. Individual companies may be exposed
to material risks including reserve inadequacy and the inability to collect
from reinsurance carriers. Insurance companies are subject to extensive
governmental regulation, including the imposition of maximum rate levels,
which may not be adequate for some lines of business. Proposed or potential
tax law changes may also adversely affect insurance companies' policy sales,
tax obligations, and profitability. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally. All insurance companies are
subject to state laws and regulations that require diversification of their
investment portfolios and limit the amount of investments in certain
investment categories. Failure to comply with these laws and regulations would
cause non-conforming investments to be treated as non-admitted assets for
purposes of measuring statutory surplus and, in some instances, would require
divestiture associations.

Information Technology. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers and
peripherals, software and services, data networking/communications equipment,
Internet access/information providers, semiconductors and semiconductor
equipment and other related products, systems and services. The market for
these products, especially those specifically related to the Internet, is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of the issuers of the Securities depends in
substantial part on the timely and successful introduction of new products. An
unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse effect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond in a timely manner to compete in the rapidly developing marketplace.

Based on trading history of common stock, factors such as announcements of new
products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of high-
technology common stocks to fluctuate substantially. In addition, technology
company stocks have experienced extreme price and volume fluctuations that
often have been unrelated to the operating performance of such companies. This
market volatility may adversely affect the market price of the Securities and
therefore the ability of a Unit holder to redeem Units at a price equal to or
greater than the original price paid for such Units.

Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the
future suppliers will be able to meet the demand for components in a timely
and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of, any key components.
Additionally, many technology issuers are characterized by a highly
concentrated customer base consisting of a limited number of large customers

Page 4

who may require product vendors to comply with rigorous industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies are
often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance that
these customers will place additional orders, or that an issuer of Securities
will obtain orders of similar magnitude as past orders from other customers.
Similarly, the success of certain technology companies is tied to a relatively
small concentration of products or technologies. Accordingly, a decline in
demand of such products, technologies or from such customers could have a
material adverse impact on issuers of the Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary
rights will be adequate to prevent misappropriation of their technology or
that competitors will not independently develop technologies that are
substantially equivalent or superior to such issuers' technology. In addition,
due to the increasing public use of the Internet, it is possible that other
laws and regulations may be adopted to address issues such as privacy,
pricing, characteristics, and quality of Internet products and services. The
adoption of any such laws could have a material adverse impact on the
Securities in the Trust.

Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part, from
weak pricing, persistent overcapacity, slowdown in Asian demand and a shift in
retail personal computer sales toward the low end, or "sub-$1,000" segment.
Industry growth is dependent upon several factors, including: the rate of
global economic expansion; demand for products such as personal computers and
networking and communications equipment; excess productive capacity and the
resultant effect on pricing; and the rate of growth in the market for low-
priced personal computers.

The social media industry is also highly competitive and subject to the risks
involved with information technology companies, namely, short product life
cycles, evolving industry standards, loss of patent protections, rapidly
changing technologies and frequent new product introductions. Additional
risks generally applicable to social media companies include, without
limitation: disruption of services due to internal or external technical
issues; security breaches of private, proprietary and confidential
information; and evolving laws and regulations, foreign or domestic, that
could negatively affect operations. Furthermore, the sustainability of the
business models employed by social media companies remain largely unproven.

Securities Selected for FTP SkyBridge Digital Innovation Portfolio, Series 3

Financials
__________

Coinbase Global, Inc. (Class A), headquartered in Wilmington, Delaware, is a
cryptocurrency company. The company offers a platform to invest, store, spend,
earn and use crypto assets.

Interactive Brokers Group, Inc. (Class A), headquartered in Greenwich,
Connecticut, operates as an automated electronic broker and market maker. The
company routes orders, executes and processes trades in securities, bonds,
mutual funds and futures on electronic exchanges and other venues worldwide.

Mogo Inc., headquartered in Vancouver, Canada, is a financial technology
company. The company offers digital platforms for payments, buying and selling
Bitcoin, identity fraud protection, personal loans and mortgages.

Robinhood Markets, Inc. (Class A), headquartered in Menlo Park, California,
operates a financial services platform. The company's platform allows users to
invest in stocks, exchange-traded funds, options, gold and cryptocurrency.

Signature Bank, headquartered in New York, New York, provides business and
personal banking products and services in the New York metropolitan area.

Silvergate Capital Corporation (Class A), headquartered in La Jolla,
California, is a bank holding company for Silvergate Bank. The company
provides banking products and services to businesses and individual clients in
the United States and internationally.

Page 5

Information Technology
______________________

Bitfarms Limited of Canada, headquartered in Toronto, Canada, is a blockchain
technology company that operates cryptocurrency mining operations in North
America. The company provides computing power to cryptocurrency networks,
supporting the validation and verification of global cryptocurrency
transactions.

Cipher Mining Inc., headquartered in Rye, New York, is a Bitcoin mining
company. The company is concentrated on developing infrastructure for the
Bitcoin network.

Greenidge Generation Holdings Inc. (Class A), headquartered in Dresden, New
York, is a Bitcoin mining company. The company owns and operates facilities
for Bitcoin mining, blockchain services and generating electric power.

Hut 8 Mining Corp., headquartered in Toronto, Canada, is a cryptocurrency
mining and blockchain infrastructure company. The company, focused solely on
mining bitcoin, provides investors with secure way to get exposure to bitcoin
without the complexities of purchasing the underlying cryptocurrency.

Marathon Digital Holdings, Inc., headquartered in Las Vegas, Nevada, is a
digital asset technology company. The company mines cryptocurrencies focusing
on the blockchain ecosystem and the generation of digital assets in the United
States.

MicroStrategy Incorporated, headquartered in Tysons Corner, Virginia, provides
business intelligence software that enables companies to deliver information-
rich analytics and create custom workflows. The company also provides security
and analytical databases, as well as technical support, consulting and
education services.

PayPal Holdings, Inc., headquartered in San Jose, California, operates as a
technology platform company that enables digital and mobile payments on behalf
of consumers and merchants. The company offers online payment options to
customers worldwide.

Riot Blockchain, Inc., headquartered in Castle Rock, Colorado, focuses on
cryptocurrency mining in North America. The company is primarily involved in
bitcoin mining.

Square, Inc. (Class A), headquartered in San Francisco, California, is an
information technology service and management company. The company develops
point-of-sale software as well as providing financial and marketing services.

Stronghold Digital Mining, Inc. (Class A), headquartered in New York, New
York, is a digital mining company. The company is focused on mining Bitcoin.
The company also owns and operates a coal refuse power generating facility.

Voyager Digital Ltd., incorporated in Canada and headquartered in New York,
New York, with its subsidiaries, operates a cryptocurrency platform. The
company develops and commercializes a digital platform that enables users to
buy and sell digital assets.

We have obtained the foregoing company descriptions from third-party sources
we deem reliable.

Page 6

Undertaking

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

Bonding Arrangements of Depositor:

First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the total amount of $2,000,000, the insurer being National Union Fire Insurance Company of Pittsburgh.

This Registration Statement on Form S-6 comprises the following papers and documents:

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

The Registrant, FT 9725, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8965; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040; FT 9042; FT 9058; FT 9068; FT 9203; FT 9204; FT 9303; FT 9305; FT 9326; FT 9327; FT 9372; FT 9401; FT 9402; FT 9403; FT 9474; FT 9513; FT 9514; FT 9611; FT 9630 and FT 9709 for purposes of the representations required by Rule 487 and represents the following:

(1) that the portfolio securities deposited in the series with respect to which this Registration Statement is being filed do not differ materially in type or quality from those deposited in such previous series;

(2) that, except to the extent necessary to identify the specific portfolio securities deposited in, and to provide essential financial information for, the series with respect to the securities of which this Registration Statement is being filed, this Registration Statement does not contain disclosures that differ in any material respect from those contained in the registration statements for such previous series as to which the effective date was determined by the Commission or the staff; and

(3) that it has complied with Rule 460 under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 9725, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheaton and State of Illinois on November 19, 2021.

FT 9725

By:

First Trust Portfolios L.P.
Depositor

By:

/s/ Elizabeth H. Bull
Senior Vice President

S-2

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following person in the capacity and on the date indicated:

Name	Title*	Date

James A. Bowen	Director of The Charger Corporation, the General Partner of First Trust Portfolios L.P., and Chief Executive Officer of First Trust Portfolios L.P.	) ) ) )By: /s/ Elizabeth H. Bull ) Attorney-in-Fact** ) November 19, 2021
James M. Dykas	Chief Financial Officer of First Trust Portfolios L.P.	) )
Christina Knierim	Controller of First Trust Portfolios L.P.	) )

The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios L.P., the Depositor.

Executed copies of the related powers of attorney were filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 9730 (File No. 333-259760) and the same is hereby incorporated herein by this reference.

S-3

CONSENT OF COUNSEL

The consent of counsel to the use of its name in the Prospectus included in this Registration Statement is contained in its opinion filed as Exhibits 3.1, 3.2 and 3.3 of the Registration Statement.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its name in the Prospectus included in the Registration Statement is filed as Exhibit 4.1 to the Registration Statement.

Consent of Independent Registered Public Accounting Firm

The consent of Deloitte & Touche LLP to the use of its name in the Prospectus included in the Registration Statement is filed as Exhibit 4.2 to the Registration Statement.

S-4

EXHIBIT INDEX

1.1

Standard Terms and Conditions of Trust for FT 4484 and certain subsequent Series, effective November 6, 2013 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor and FTP Services LLC, as FTPS Unit Servicing Agent (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-191558] filed on behalf of FT 4484).

1.1.1

Trust Agreement for FT 9725, effective November 19, 2021 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor.

1.2

Certificate of Limited Partnership of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.3

Amended and Restated Limited Partnership Agreement of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form

S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.4

Articles of Incorporation of Nike Securities Corporation, predecessor to The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.5

By-Laws of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).

1.6

Underwriter Agreement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42755] filed on behalf of The First Trust Special Situations Trust, Series 19).

2.2

Code of Ethics (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-224320] filed on behalf of FT 7359).

S-5

3.1

Opinion of counsel as to legality of securities being registered.

3.2

Opinion of counsel as to Federal income tax status of securities being registered.

3.3

Opinion of counsel as to New York (state and city) tax status of securities being registered.

4.1

Consent of First Trust Advisors L.P.

4.2

Consent of Independent Registered Public Accounting Firm.

6.1

List of Principal Officers of the Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-236093] filed on behalf of FT 8556).

7.1

Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-259760] filed on behalf of FT 9730).

S-6