मूलभूत आँकड़े
LEI | 9845002F3CF4E56DA491 |
CIK | 1867102 |
SEC Filings
SEC Filings (Chronological Order)
September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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September 5, 2025 |
Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM September 5, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent a |
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September 5, 2025 |
Up to $100,000,000 Vertical Aerospace Ltd. Ordinary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-287207 PROSPECTUS SUPPLEMENT (To Prospectus dated May 28, 2025) Up to $100,000,000 Vertical Aerospace Ltd. Ordinary Shares We have entered into an open market sale agreement (the “Sales Agreement”), with Jefferies LLC (“Jefferies”) dated September 5, 2025, relating to the sale of our ordinary shares offered by this prospectu |
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September 3, 2025 |
Patrick Ky, Former EASA Executive Director, Joins Vertical Aerospace’s Board Exhibit 99.1 Patrick Ky, Former EASA Executive Director, Joins Vertical Aerospace’s Board · Former Executive Director of the European Union Aviation Safety Agency (EASA) brings unrivalled global regulatory experience · Appointment reinforces Vertical’s pathway to certify its VX4 aircraft in 2028 with the UK Civil Aviation Authority (CAA) and EASA · European certification of eVTOLs will be to the h |
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September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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August 5, 2025 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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August 5, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Vertical Aerospace Ltd. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Ordinary Shares, $0.001 par value per share Amended and Restated 2021 Incentive Award Plan Other 16,757,204 $ |
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August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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August 5, 2025 |
RULES OF THE VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN Exhibit 99.1 RULES OF THE VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN Board adoption: 9 December 2021 Stockholders’ approval: 14 December 2021 Expiry date: 14 December 2031 Date of amendment and restatement Amendment and restatement change. 27 January 2023 Schedule 3 addition approved by the Compensation Committee of the board of directors. 16 September 2024 Rule 3.1 - change in Stock limit |
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August 5, 2025 |
Exhibit 99.1 Vertical Aerospace Provides First Half-Year 2025 Operating Update, Demonstrating Piloted Flight Test Progress and Supply Chain Maturity ● Signs new long-term partnership with Aciturri Aerostructures to produce the entire airframe, including the wing, empennage, pylons and fuselage for the VX4 ● Piloted wingborne flight tests accelerated with multiple flight tests and pilots, including |
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August 5, 2025 |
Table of Contents Exhibit 99.3 Vertical Aerospace Ltd Unaudited Condensed Consolidated Interim Financial Information for the three and six months ended June 30, 2025 and June 30, 2024 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the three and six months periods ended June 30, 2025 and June 30, 2024 2 Unaudited Condensed Consolidated Interim St |
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August 5, 2025 |
As filed with the Securities and Exchange Commission on August 5, 2025 As filed with the Securities and Exchange Commission on August 5, 2025 Registration No. |
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August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 4, 2025 |
Vertical Aerospace and Aciturri Aerostructures Announce Long-Term Airframe Partnership for the VX4 Exhibit 99.1 Vertical Aerospace and Aciturri Aerostructures Announce Long-Term Airframe Partnership for the VX4 · Aciturri to supply the airframe for Vertical’s VX4 aircraft, providing manufacturing engineering and design support · Advances Vertical’s strategy of initiating production with long-range parts purchasing, a key element of Vertical’s Flightpath 2030 plan as the company moves towards ce |
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July 10, 2025 |
Vertical Aerospace Ltd. 12,000,000 Ordinary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-287207 PROSPECTUS SUPPLEMENT (To Prospectus dated May 28, 2025) Vertical Aerospace Ltd. 12,000,000 Ordinary Shares Vertical Aerospace Ltd., which we refer to as “we,” “us,” “our” or the “Company,” is offering 12,000,000 ordinary shares of the Company, par value $0.001 per share (“ordinary shares”). Our ordinary shares are li |
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July 9, 2025 |
VERTICAL AEROSPACE LTD. 12,000,000 Ordinary Shares Underwriting Agreement Exhibit 1.1 VERTICAL AEROSPACE LTD. 12,000,000 Ordinary Shares Underwriting Agreement July 8, 2025 Deutsche Bank Securities Inc. William Blair & Company, L.L.C. As Representatives of the several Underwriters named in Schedule I hereto, c/o Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 c/o William Blair & Company, L.L.C. 150 N. Riverside Plaza Chicago, IL 60606 Ladies and Gentl |
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July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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July 9, 2025 |
VERTICAL AEROSPACE ANNOUNCES PRICING OF UNDERWRITTEN PUBLIC OFFERING Exhibit 99.1 VERTICAL AEROSPACE ANNOUNCES PRICING OF UNDERWRITTEN PUBLIC OFFERING LONDON, July 9, 2025 - Vertical Aerospace (Vertical) (NYSE: EVTL) ("Vertical” or the “Company”), a global aerospace and technology company that is pioneering electric aviation, today announced that it has priced its underwritten public offering of $60 million of the Company’s ordinary shares at a public offering pric |
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July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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July 8, 2025 |
VERTICAL AEROSPACE ANNOUNCES LAUNCH OF PROPOSED UNDERWRITTEN PUBLIC OFFERING Exhibit 99.1 VERTICAL AEROSPACE ANNOUNCES LAUNCH OF PROPOSED UNDERWRITTEN PUBLIC OFFERING LONDON, July 8, 2025 - Vertical Aerospace (Vertical) (NYSE: EVTL) ("Vertical” or the “Company”), a global aerospace and technology company that is pioneering electric aviation, today announced that it has commenced an underwritten public offering of $60 million of the Company’s ordinary shares (the "Offering” |
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July 8, 2025 |
Exhibit 99.2 RISK FACTORS The risk factors set forth below supplements the risk factors included in our Annual Report on Form 20-F for the year ended December 31, 2024, which we refer to as our Form 20-F for 2024. An investment in our securities involves a number of risks. You should carefully consider the following information about the risks we face, together with other information in our Form 2 |
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July 8, 2025 |
Subject to Completion. Dated July 8, 2025. TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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July 3, 2025 |
Vertical Aerospace Expands Leadership Team With Key Executive Appointments Exhibit 99.1 Vertical Aerospace Expands Leadership Team With Key Executive Appointments · Mark Higson joins as Chief Operating Officer, Steve Vellacott joins as VP, Airworthiness & Head of Design Organisation, and Eric Samson named VP Programme-Hybrid · Strengthened leadership team will support operational, commercial, and technological advancements as Vertical accelerates towards global certifica |
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July 1, 2025 |
Vertical Aerospace Announces Date for AGM Exhibit 99.2 Vertical Aerospace Announces Date for AGM London, UK & New York, USA | July 1, 2025 — Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company pioneering electric aviation, today announces it will hold its Annual General Meeting (“AGM”) at 3:00 pm GMT on August 5, 2025 at their Bristol Headquarters, Unit 1, Camwal Court, Chap |
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July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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July 1, 2025 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the “Company”) Circular relating to an Annual General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Annual General Meeting of Vertical Aerospace Ltd. (the “AGM”) to b |
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June 12, 2025 |
Exhibit 99.1 Vertical and Bristow Partner to Deliver Full Service 'Ready-to-Fly' eVTOL Operations for VX4 Customers · Strategic partnership will accelerate global eVTOL adoption by combining Vertical’s category leading aircraft with Bristow’s global vertical lift operational and safety track record and experience · "Ready-to-fly" model provides Vertical’s customers with turnkey access to aircraft, |
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June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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June 3, 2025 |
VERTICAL AEROSPACE APPOINTS FORMER MI5 DIRECTOR GENERAL LORD ANDREW PARKER TO BOARD Exhibit 99.1 VERTICAL AEROSPACE APPOINTS FORMER MI5 DIRECTOR GENERAL LORD ANDREW PARKER TO BOARD ● Former MI5 Director General and Lord Chamberlain brings extensive experience of working at the highest levels of public service ● Appointment follows Vertical’s announcement of its hybrid-electric programme and comes as the Government sets out its Strategic Defence Review London, UK & New York, USA – |
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June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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May 28, 2025 |
Vertical Aerospace Ltd. Ordinary Shares Preferred Shares Warrants Rights Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287207 PROSPECTUS Vertical Aerospace Ltd. $200,000,000 Ordinary Shares Preferred Shares Warrants Rights Units We may offer and sell up to $200,000,000 in the aggregate of our ordinary shares, par value $0.001 per share (“ordinary shares”), preferred shares, par value $0.001 per share (“preferred shares”), warrants to subscri |
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May 27, 2025 |
Vertical Aerospace Makes Aviation History with Piloted eVTOL Flight in Open Airspace Exhibit 99.1 Vertical Aerospace Makes Aviation History with Piloted eVTOL Flight in Open Airspace · First-ever piloted wingborne flight of a winged eVTOL in European open airspace · Landmark flight follows approval from the UK Civil Aviation Authority, an important step on its path toward certification and commercial operation · 30,000 in-flight parameters and data points measured, with the aircra |
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May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 16, 2025 |
Vertical Aerospace Ltd. Ordinary Shares Preferred Shares Warrants Rights Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287207 PROSPECTUS Vertical Aerospace Ltd. $200,000,000 Ordinary Shares Preferred Shares Warrants Rights Units We may offer and sell up to $200,000,000 in the aggregate of our ordinary shares, par value $0.001 per share (“ordinary shares”), preferred shares, par value $0.001 per share (“preferred shares”), warrants to subscri |
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May 14, 2025 |
Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom +44 117 471-0150 May 14, 2025 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Bradley Ecker Re: Vertical Aerospace Ltd. Registration Statement on Form F-3 File No. 333-287207 To the addressees set f |
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May 13, 2025 |
Operating and Financial Review and Prospects Exhibit 99.2 Operating and Financial Review and Prospects The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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May 13, 2025 |
As filed with the Securities and Exchange Commission on May 13, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 13, 2025. |
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May 13, 2025 |
Exhibit 99.1 Vertical Aerospace Provides First Quarter 2025 Operating Update, Demonstrating Momentum Towards Certification and Commercialisation · On pace to achieve full-scale, piloted wingborne flight with all-electric prototype in Q2 · Announces 1,000-mile hybrid-electric VTOL programme to serve defence, logistics and wider commercial applications · Signs new long-term partnership with Honeywel |
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May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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May 13, 2025 |
Exhibit 99.3 Vertical Aerospace Ltd Unaudited Condensed Consolidated Interim Financial Information for the three months ended March 31, 2025 and March 31, 2024 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the three months periods ended March 31, 2025 and March 31, 2024 2 Unaudited Condensed Consolidated Interim Statements of Financial Position |
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May 12, 2025 |
Exhibit 99.1 Vertical Aerospace Announces 1,000-mile Hybrid-Electric VTOL Programme to Serve Defence, Logistics and Wider Commercial Markets · Integrating hybrid-electric propulsion capabilities into Vertical’s next-generation aircraft prototype, unlocking multi-billion-dollar opportunities including defence, logistics and wider commercial applications · Actively discussing use cases and defence s |
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May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 8, 2025 |
Vertical Aerospace, Honeywell expand partnership to bring VX4 eVTOL to market Exhibit 99.1 Vertical Aerospace, Honeywell expand partnership to bring VX4 eVTOL to market · Honeywell continues certification and production work for its flight control and aircraft management systems; enters into new long-term agreement with Vertical to unlock speed and efficiencies in delivering Vertical’s VX4 aircraft to customers · New Honeywell inceptors also selected by Vertical to make VX4 |
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May 6, 2025 |
Exhibit 99.1 VERTICAL AEROSPACE STRENGTHENS ITS BOARD WITH APPOINTMENT OF THREE NEW DIRECTORS WITH DEEP CAPITAL MARKETS EXPERTISE · James Keith Brown, Kris Haber, and Carsten Stendevad join Vertical’s Board of Directors · New directors bring business development expertise, a deep understanding of capital markets, and experience scaling growth-stage companies · Appointments build on recent steps to |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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March 27, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-284763 PROSPECTUS Vertical Aerospace Ltd. 104,009,489 Ordinary Shares Offered by Selling Securityholders 7,500,000 Ordinary Shares Underlying Tranche A Public Warrants 7,500,000 Ordinary Shares Underlying Tranche B Public Warrants 5,000,000 Ordinary Shares Underlying Private Warrants This prospectus relates to the resale or |
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March 25, 2025 |
Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom +44 117 471-0150 March 25, 2025 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Evan Ewing Jay Ingram Re: Vertical Aerospace Ltd. Registration Statement on Form F-3 File No. 333-284763 To the addres |
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March 11, 2025 |
Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom +44 117 471-0150 March 11, 2025 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Evan Ewing Jay Ingram Re: Vertical Aerospace Ltd. Registration Statement on Form F-3 Filed February 7, 2025 File No. 3 |
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March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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March 11, 2025 |
As filed with the Securities and Exchange Commission on March 11, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 11, 2025. |
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March 11, 2025 |
INDEMNIFICATION And Advancement AGREEMENT Exhibit 4.8 Privileged and Confidential INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ] by and between Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”), and [ ], a member of the board of directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements be |
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March 11, 2025 |
Exhibit 12.2 CERTIFICATION I, John Maloney, interim Principal Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w |
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March 11, 2025 |
RULES OF THE VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN Exhibit 4.2 RULES OF THE VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN Board adoption: 9 December 2021 Stockholders’ approval: 14 December 2021 Expiry date: 14 December 2031 Date of amendment and restatement Amendment and restatement change: 27 January 2023 Amended and Restated; Schedule 3 addition - approved by the Compensation Committee of the board of directors. 20 September 2024 Rule 3.1 - |
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March 11, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2024 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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March 11, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2024 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 11, 2025 |
DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION Exhibit 2.14 DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION As of December 31, 2024, Vertical Aerospace Ltd. (the “Company,” “we,” “us,” and “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our ordinary shares par value $0.001 per share (“ordinary shares”) and public warrants to purchase our ordinary sh |
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March 11, 2025 |
Vertical Aerospace’s Landmark Year: Advancing Flightpath 2030 with Strong Momentum Exhibit 99.1 Vertical Aerospace’s Landmark Year: Advancing Flightpath 2030 with Strong Momentum · $220M re-financing secured, including balance sheet restructure and upsized $90M public offering, funding operations through 2025 · An industry leader in capital efficiency as Vertical advances towards certification and commercialisation · Vertical preparing for full-scale piloted wingborne flight fol |
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March 11, 2025 |
Exhibit 12.1 CERTIFICATION I, Stuart Simpson, Chief Executive Officer, certify that: 1.I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n |
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March 11, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-270756, 333-275430, 333-284418 and 333-284763) and Form S-8 (No. 333-263815) of Vertical Aerospace Ltd. of our report dated March 11, 2025 relating to the financial statements, which appears in this Form 20-F. /s/ Pricewaterh |
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February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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February 7, 2025 |
As filed with the Securities and Exchange Commission on February 7, 2025. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 7, 2025. |
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January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 30, 2025 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-1 2 exhibit1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agree |
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January 28, 2025 |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT EX-99.18 3 tm254718d1ex-18.htm EXHIBIT 18 Exhibit 18 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This amendment No.1 to Registration Rights Agreement (the “Amendment”) has been entered into on January 22, 2025 (the “Amendment Execution Date”), between Vertical Aerospace Ltd. (the “Company”) and Mudrick Capital Management, L.P., on behalf of the funds, investors, entities or accounts that are |
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January 28, 2025 |
EX-99.17 2 tm254718d1ex-17.htm EXHIBIT 17 Exhibit 17 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the ordinary shares, par value $0.0001 of Ve |
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January 23, 2025 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 23, 2025, is by and between Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WH |
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January 23, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-275430 Registration No. 333-284418 PROSPECTUS SUPPLEMENT (To Prospectus filed on November 9, 2023 as part of registration statement on Form F-3, effective as of November 16, 2023) $90,000,000 Vertical Aerospace Ltd. 15,000,000 Units, with each Unit consisting of: One Ordinary Share One-Half of One Tranche A Warrant to Purch |
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January 23, 2025 |
As filed with the Securities and Exchange Commission on January 23, 2025. As filed with the Securities and Exchange Commission on January 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vertical Aerospace Ltd. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organizat |
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January 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 23, 2025 |
Exhibit 1.1 VERTICAL AEROSPACE LTD. 15,000,000 Units, with Each Unit Consisting of One Ordinary Share, par value $0.001 per share, One-Half Tranche A Warrant to Purchase One Ordinary Share One-Half Tranche B Warrant to Purchase One Ordinary Share Underwriting Agreement January 23, 2025 William Blair & Company, L.L.C. Canaccord Genuity LLC As Representatives of the several Underwriters named in Sch |
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January 23, 2025 |
VERTICAL AEROSPACE ANNOUNCES PRICING OF UPSIZED UNDERWRITTEN PUBLIC OFFERING Exhibit 99.1 VERTICAL AEROSPACE ANNOUNCES PRICING OF UPSIZED UNDERWRITTEN PUBLIC OFFERING LONDON, January 23, 2025 - Vertical Aerospace (Vertical) (NYSE: EVTL) ("Vertical” or the “Company”), a global aerospace and technology company that is pioneering electric aviation, today announced that it has priced its underwritten public offering of $90 million of units at a public offering price of $6.00 p |
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January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 22, 2025 |
VERTICAL AEROSPACE ANNOUNCES LAUNCH OF PROPOSED UNDERWRITTEN PUBLIC OFFERING Exhibit 99.1 VERTICAL AEROSPACE ANNOUNCES LAUNCH OF PROPOSED UNDERWRITTEN PUBLIC OFFERING LONDON, January 22, 2025 - Vertical Aerospace (Vertical) (NYSE: EVTL) (“Vertical” or the “Company”), a global aerospace and technology company that is pioneering electric aviation, today announced that it has commenced an underwritten public offering of $75 million of units (the “Offering”). Each unit consist |
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January 22, 2025 |
Subject to Completion, dated January 22, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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January 22, 2025 |
Exhibit 99.1 RISK FACTORS The risk factors set forth below amend and restate in their entirety the risk factors included in our Annual Report on Form 20-F for the year ended December 31, 2023, which we refer to as our Form 20-F for 2023. An investment in our securities involves a number of risks. You should carefully consider the following information about the risks we face, together with other i |
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January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 15, 2025 |
VERTICAL AEROSPACE APPOINTS AVIATION INDUSTRY VETERAN, DÓMHNAL SLATTERY, AS CHAIRMAN Exhibit 99.1 VERTICAL AEROSPACE APPOINTS AVIATION INDUSTRY VETERAN, DÓMHNAL SLATTERY, AS CHAIRMAN · Mr. Slattery brings over three decades of aviation expertise including founding and scaling two of the leading global aviation finance firms: Avolon and SMBC Aviation · Dómhnal rejoins Vertical’s Board having previously led the business in building its industry leading order book and listing on the |
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January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A (Amendment No.1) REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol B |
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December 23, 2024 |
Exhibit 99.1 SHAREHOLDER LETTER AGREEMENT This SHAREHOLDER LETTER AGREEMENT (this “Agreement”), dated as of December 23, 2024, is entered into by and between Mudrick Capital Management L.P. (“Mudrick Capital” and, together with any fund, entity or account that is managed, sponsored or advised by Mudrick Capital or its affiliates, the “Mudrick Investor”), Stephen Fitzpatrick (together with Imagina |
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December 23, 2024 |
Exhibit 4.3 WAIVER December 23, 2024 Reference is made to: (i) the Indenture, dated as of December 16, 2021 (as amended as amended, modified, or supplemented on or prior to the date hereof, the “Indenture”) among VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW U |
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December 23, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD. (adopted by special resolution dated december 23, 2024 and effective on december 23, 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASS |
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December 23, 2024 |
Exhibit 99.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of December 23, 2024 by Stephen Fitzpatrick, Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (collectively with any funds, investors, entities or accounts that are managed, sponsored or advised by Stephen Fitzpatrick, a “Holder” and coll |
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December 23, 2024 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 23, 2024, among VERTICAL AEROSPACE LTD., a Cayman Islands exempted company (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), under the Indenture |
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December 23, 2024 |
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2024, is by and between MUDRICK CAPITAL MANAGEMENT, L.P. (“Mudrick Capital”) on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”) a |
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December 23, 2024 |
Exhibit 99.5 TERMINATION AGREEMENT This TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into as of December 23, 2024 (the “Effective Date”), by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”) and Stephen Fitzpatrick (the “Rights Holder” and together with the Company, the “Parties”). WHEREAS, the Part |
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December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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December 23, 2024 |
Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2024 among Vertical Aerospace Ltd. (the “Company”), Vertical Aerospace Group Limited (the “Guaranteeing Subsidiary”), a subsidiary of the Company, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agen |
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December 23, 2024 |
Exhibit 99.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of December 23, 2024 by MUDRICK CAPITAL MANAGEMENT, L.P. on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”) and VERTICAL AEROSPACE LTD., a Cayman Island |
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December 23, 2024 |
Exhibit 99.6 Vertical Aerospace Finalises Investment Agreement · Mudrick Capital Management enters into investment agreement to commit up to $50 million of new funding and converts $130 million debt into equity at fixed conversion price · Shareholder support paves way for funding round expected to close in Q1 2025 London, UK; New York, USA – 23 December 2024 Vertical Aerospace Ltd. (“Vertical” or |
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December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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December 20, 2024 |
Exhibit 99.3 Vertical Aerospace Ltd Unaudited Condensed Consolidated Interim Financial Information for the nine months ended September 30, 2024 and September 30, 2023 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the nine months periods ended September 30, 2024 and September 30, 2023 2 Unaudited Condensed Consolidated Interim Statements of Fina |
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December 20, 2024 |
Exhibit 99.2 INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (this “Investment Agreement”) is entered into on December 20, 2024, by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), Vertical Aerospace Group Limited, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Issuer (“VAGL”) |
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December 20, 2024 |
Operating and Financial Review and Prospects Exhibit 99.2 Operating and Financial Review and Prospects The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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December 20, 2024 |
Vertical Aerospace Releases Third Quarter 2024 Financial Results Exhibit 99.1 Vertical Aerospace Releases Third Quarter 2024 Financial Results London, UK; New York, USA – 20 December 2024 Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, today announces its financial results for the third quarter ended September 30, 2024. The third quarter 2024 financia |
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December 20, 2024 |
Exhibit 99.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 15, 2024, by and among MUDRICK CAPITAL MANAGEMENT, L.P. (“Mudrick Capital”) on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”), VERTICAL AER |
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December 17, 2024 |
Exhibit 1 EXECUTION VERSION FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 15, 2024, by and among MUDRICK CAPITAL MANAGEMENT, L. |
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December 13, 2024 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the “Company”) Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Extraordinary General Meeting of Vertical Aerospace Ltd. t |
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December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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December 4, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for 1/10th of an ordinary share at an exercise price of $115. |
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November 25, 2024 |
Exhibit 99.2 Vertical Aerospace announces $50 million in new funding as part of $180 million transaction that will strengthen its financial position and advance its Flightpath 2030 Strategy · Vertical Aerospace secures agreement under which Mudrick Capital will commit up to $50 million in the next equity round, promoting financial stability. · Transaction is expected to add approximately $180 mill |
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November 25, 2024 |
SC 13D/A 1 tm2429504d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) vertical aerospace ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) Jason Mudrick Mudrick Capital Management, L.P. 527 Madison Avenu |
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November 25, 2024 |
VERTICAL AEROSPACE LTD. Term Sheet – November 24, 2024 Exhibit 99.1 VERTICAL AEROSPACE LTD. Term Sheet – November 24, 2024 PARTIES Company: Vertical Aerospace Ltd., a Cayman Islands exempted company. VAGL: Vertical Aerospace Group Limited, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Company. Mudrick Capital: Mudrick Capital Management L.P. or any fund, investor, entity or account that is managed, sp |
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November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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November 25, 2024 |
VERTICAL AEROSPACE LTD. Term Sheet – November 24, 2024 Exhibit 2 VERTICAL AEROSPACE LTD. Term Sheet – November 24, 2024 PARTIES Company: Vertical Aerospace Ltd., a Cayman Islands exempted company. VAGL: Vertical Aerospace Group Limited, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Company. Mudrick Capital: Mudrick Capital Management L.P. or any fund, investor, entity or account that is managed, spons |
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November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vertical Aerospace Ltd. (Name of Issuer) Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) Benjamin Nutbeam Level 4, 9 Pembridge Road, Notting Hill +447802659250 (Name, Address and Telephone Number of Per |
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November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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November 13, 2024 |
SC 13D/A 1 tm2428375d1sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) vertical aerospace ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) Jason Mudrick Mudrick Capital Management, L.P. 527 Madison |
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November 13, 2024 |
EX-99.7 2 tm2428375d1ex-7.htm EXHIBIT 7 Exhibit 7 [Mudrick Letterhead] [BY EMAIL] The Special Committee of the Board of Directors (the “Special Committee” and “Board”, respectively) Vertical Aerospace Ltd. (the “Company”) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom November 13, 2024 We write to you in furtherance of various letters and communications among you, us and Mr. Fit |
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November 12, 2024 |
Vertical Aerospace Launches "Flightpath 2030", a strategy to pioneer electric aviation Exhibit 99.1 Vertical Aerospace Launches "Flightpath 2030", a strategy to pioneer electric aviation London, UK; New York, USA – 12/11/2024: Vertical Aerospace Ltd. (“Vertical” or the "Company") (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, today announces "Flightpath 2030," its strategy for market leadership before the end of the decade. |
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November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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October 23, 2024 |
EX-99.3 3 tm2426750d1ex-3.htm EXHIBIT 3 Exhibit 3 [Mudrick Letterhead] [BY EMAIL] The Board of Directors Vertical Aerospace Ltd. (the “Company”) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom October 23, 2024 Re: Response to Board letter dated October 17, 2024 To the Board of Directors: We write in response to your letter dated October 17, 2024. At the outset, we appreciate your |
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October 23, 2024 |
SC 13D 1 tm2426750d1sc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) vertical aerospace ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) Jason Mudrick Mudrick Capital Management, L.P. 527 Madison Avenu |
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October 23, 2024 |
EX-99.2 2 tm2426750d1ex-2.htm EXHIBIT 2 Exhibit 2 VERTICAL AEROSPACE LTD. Equity Financing Term Sheet EQUITY OFFERING Issuer: Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”). Target Offering Size: At least $75 million. Securities Offered: The Company will issue a certain number of units (the “Units”) at the Offer Price (as defined below), the sale of wh |
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September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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September 30, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD. (adopted by special resolution dated September 16, 2024 and effective on September 20, 2024) (amended by special resolution dated September 30, 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMIT |
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September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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September 18, 2024 |
As filed with the Securities and Exchange Commission on September 18, 2024. As filed with the Securities and Exchange Commission on September 18, 2024. Registration No. 333-270756 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vertical Aerospace Ltd. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other j |
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September 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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September 17, 2024 |
VERTICAL CALLS EXTRAORDINARY GENERAL MEETING Exhibit 99.2 VERTICAL CALLS EXTRAORDINARY GENERAL MEETING London, UK & New York, USA | 17 September 2024 — Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces it will hold an Extraordinary General Meeting (“EGM”) at 10:00 a.m. (GMT) on September 30th 2024 at the offices of the Comp |
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September 17, 2024 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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September 17, 2024 |
Exhibit 99.1 Vertical Aerospace Announces First Half-Year 2024 Financial Results Vertical Issues Shareholder Letter London, UK & New York, USA | 17 September 2024 – Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the first half of the year ended June 3 |
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September 17, 2024 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the “Company”) Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Extraordinary General Meeting (“EGM”) of Vertical Aerospace |
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September 17, 2024 |
Table of Contents Exhibit 99.3 Vertical Aerospace Ltd. Unaudited Condensed Consolidated Interim Financial Information for the six months ended June 30, 2024 and June 30, 2023 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the six months periods ended June 30, 2024 and June 30, 2023 2 Unaudited Condensed Consolidated Interim Statements of Financi |
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September 16, 2024 |
VERTICAL ANNOUNCES ONE-FOR-TEN REVERSE SHARE SPLIT Exhibit 99.1 VERTICAL ANNOUNCES ONE-FOR-TEN REVERSE SHARE SPLIT London, UK & New York, USA | 16 September 2024 —Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL, EVTLW), a global aerospace and technology company pioneering electric aviation, today announced a one-for-ten (1:10) reverse share split of its issued and unissued ordinary shares (the “ordinary shares”) and preferred sha |
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September 16, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD. (adopted by special resolution dated September 16, 2024 and effective on September 20, 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASS |
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September 16, 2024 |
Exhibit 99.2 VERTICAL AEROSPACE LTD. September 16, 2024 Notice to Warrant Holders Dear Warrant Holder: Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), dated as of September 10, 2020, by and between Broadstone Acquisition Corp. (“Broadstone”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), which Warrant Agreement was assigned an |
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September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United King |
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August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 16, 2024 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the “Company”) Circular relating to an Annual General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Annual General Meeting of Vertical Aerospace Ltd. (the “AGM”) to b |
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August 16, 2024 |
Vertical Aerospace Announces Date for AGM Exhibit 99.2 Vertical Aerospace Announces Date for AGM London, UK & New York, USA | 16 August 2024 — Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces it will hold its Annual General Meeting (AGM) at 12:30pm London Time on September 16th 2024 at their Bristol Headquarters, Unit 1 |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 24, 2024 |
Vertical Aerospace Releases First Quarter 2024 Financial Results Exhibit 99.1 Vertical Aerospace Releases First Quarter 2024 Financial Results London, UK; New York, USA – May 24, 2024 Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, today announces its financial results for the first quarter ended March 31, 2024. The first quarter 2024 financial result |
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May 1, 2024 |
Vertical Aerospace makes leadership appointments Exhibit 99.1 Vertical Aerospace makes leadership appointments · Stuart Simpson, Vertical Aerospace’s CFO and seasoned FTSE100 executive, appointed to CEO as company moves to pivotal phase of certifying its VX4 aircraft and commercialisation. · Founder and current CEO, Stephen Fitzpatrick, continues his role as Board member, focused on business strategy and delivering on the company’s vision. · Ben |
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May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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March 29, 2024 |
EVTL / Vertical Aerospace Ltd. / Fitzpatrick Stephen James - SC 13D Activist Investment SC 13D SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Vertical Aerospace Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G9471C107 (CUSIP Number) 64209 (Primary Standard Industrial Classification Code Number) Benjamin Nutbeam Level 4, 9 Pembridge Road, Notting Hill +447802659250 (Name, Address and Telephone Number |
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March 29, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.7 2 d744149dex997.htm EX-99.7 EXHIBIT 7 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securi |
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March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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March 14, 2024 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 14, 2024 |
Exhibit 12.1 CERTIFICATION I, Stephen Fitzpatrick, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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March 14, 2024 |
DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION Exhibit 2.10 DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION As of December 31, 2023, Vertical Aerospace Ltd. (the “Company,” “we,” “us,” and “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our ordinary shares par value $0.0001 per share (“ordinary shares”) and public warrants to purchase our ordinary shares (“Public Warran |
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March 14, 2024 |
Vertical Aerospace Ltd. Insider Trading Compliance Policy Exhibit 11.1 Vertical Aerospace Ltd. Insider Trading Compliance Policy Contents I. Summary 2 II. Statement of Policies Prohibiting Insider Trading 3 III. Explanation of Insider Trading 3 IV. Statement of Procedures to Prevent Insider Trading 4 V. Prohibited Transactions 6 VI. Rule 10b5-1 Trading Plans 7 VII. Policy Compliance 8 © VERTICAL AEROSPACE GROUP LTD 2023. ALL RIGHTS RESERVED. CONFIDENTIAL |
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March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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March 14, 2024 |
Exhibit 97.1 VERTICAL AEROSPACE LTD. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION POLICY (the “Policy) Adopted by the Compensation Committee: 30 October 2023 Vertical Aerospace Ltd. Recovery of Erroneously Awarded Compensation Policy (Page 1 of 7) 1. Definitions The following expressions shall have the following meanings for the purposes of this Policy: “Accounting Restatement” means an accounting |
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March 14, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 14, 2024 |
Exhibit 12.2 CERTIFICATION I, Stuart Simpson, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, |
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March 14, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-270756 and 333-275430) and Form S-8 (No. 333-263815) of Vertical Aerospace Ltd. of our report dated March 14, 2024 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP Bristol, |
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March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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March 13, 2024 |
Exhibit 99.1 Date: March 13, 2024 VERTICAL AEROSPACE LTD. WARRANT INSTRUMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com - 1 - This instrument (the “Deed”) is made on March 13, 2024 BY: VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its registered office at c/o Walkers Corporate Limited, 190 Elgin Avenue, Geor |
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March 13, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD. (adopted by special resolution dated March 13, 2024 and effective on March 13, 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI |
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March 13, 2024 |
SF RESERVED MATTERS LETTER AGREEMENT Exhibit 99.4 SF RESERVED MATTERS LETTER AGREEMENT This SF RESERVED MATTERS LETTER AGREEMENT (this “Agreement”), dated as of March 13, 2024, is entered into by and between Stephen Fitzpatrick (the “Rights Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”). The Rights Holder and the Company shall be referred to herein from tim |
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March 13, 2024 |
Exhibit 99.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of March 13, 2024 between Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Ca |
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March 13, 2024 |
Exhibt 99.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is by and between Imagination Aero Investments Limited (the “Investor”) and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”). RECITALS WHEREAS, the Company and the Investor have entered into that certain Investment Agreement d |
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February 23, 2024 |
Exhibit 99.2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the "Company") Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Extraordinary General Meeting of Vertical Aerospace Ltd. to |
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February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A (Amendment No. 1) REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol |
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February 23, 2024 |
Exhibit 99.2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. VERTICAL AEROSPACE LTD. Incorporated and registered in the Cayman Islands (Company Registration No: 376116) (the "Company") Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein. Notice of an Extraordinary General Meeting of Vertical Aerospace Ltd. to |
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February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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February 23, 2024 |
Exhibit 99.3 Press Release 22 February 2024 1 Vertical enters into Investment Agreement with Founder and CEO, Stephen Fitzpatrick committing to provide up to $50 million of funding London, UK; New York, USA – 22 February 2024 Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero emissions aviation, entered into an investment agreement with it |
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February 23, 2024 |
Exhibit 99.1 INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (this “Investment Agreement”) is entered into on February 22, 2024, by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), and Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Investor”). WHER |
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February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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February 20, 2024 |
VERTICAL WINS NEW UK GOVERNMENT BACKING TO TRANSFORM THE FUTURE OF FLIGHT Exhibit 99.1 VERTICAL WINS NEW UK GOVERNMENT BACKING TO TRANSFORM THE FUTURE OF FLIGHT ● Vertical wins further vote of confidence from the UK Government ● New £8 million grant brings total support to £37 million ● Award puts the UK at the forefront of novel air technology and urban air mobility ● Vertical will head a consortium of leading technology organisations and research institutions: the Uni |
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February 14, 2024 |
EVTL / Vertical Aerospace Ltd. / Mudrick Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm246004d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Vertical Aerospace Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S |
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February 12, 2024 |
EVTL / Vertical Aerospace Ltd. / Fitzpatrick Stephen James - SC 13G/A Passive Investment SC 13G/A 1 tm245899d1sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Vertical Aerospace Ltd. (Name of Issuer) Ordinary Shares (Title of Class |
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January 22, 2024 |
Vertical Aerospace Founder Backs Company with Additional $50M Investment Commitment Exhibit 99.2 Press Release Vertical Aerospace Founder Backs Company with Additional $50M Investment Commitment - Founder and CEO Stephen Fitzpatrick commits to invest $50 million equity capital into Vertical Aerospace - Initial tranche of $25 million at $10 per share; second tranche of $25 million at a price to be determined - Investment extends projected cash runway into Q2 2025 and will support |
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January 22, 2024 |
Exhibit 99.1 Confidential EXECUTION VERSION VERTICAL AEROSPACE LTD. Equity Financing Legally Binding Term Sheet This term sheet (this “Term Sheet”) dated 21 January 2024 (“Execution Date”) sets out the material terms and conditions relating to the proposed investment by Stephen Fitzpatrick (“SF”) or any entity wholly-owned by him (SF or any such entity, the “Investor”) in Vertical Aero |
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January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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December 1, 2023 |
Vertical Receives Continued Listing Standard Notice from NYSE Exhibit 99.1 Vertical Receives Continued Listing Standard Notice from NYSE London, UK; New York, USA – December 1, 2023 Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero emissions aviation, today announced that it received a notice from the New York Stock Exchange (the "NYSE") on November 28, 2023, indicating that the company is not curre |
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November 17, 2023 |
Exhibit 99.2 Vertical Aerospace Ltd Unaudited Condensed Consolidated Interim Financial Information for the nine months ended September 30, 2023 and September 30, 2022 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the nine months periods ended September 30, 2023 and September 30, 2022 2 Unaudited Condensed Consolidated Interim Statements of Fina |
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November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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November 17, 2023 |
Operating and Financial Review and Prospects Exhibit 99.1 Operating and Financial Review and Prospects The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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November 15, 2023 |
Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom +44 117 457 2094 November 15, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Vertical Aerospace Ltd. Registration Statement on Form F-3 (File No. 333-275430) Ladies and Gentlemen: In accordance with |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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November 9, 2023 |
Vertical Aerospace Announces Third Quarter 2023 Financial Results Company Issues Shareholder Letter Exhibit 99.1 Vertical Aerospace Announces Third Quarter 2023 Financial Results Company Issues Shareholder Letter London, UK & New York, USA | November 9, 2023 – Vertical Aerospace Ltd. (“Vertical” or the "Company") (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the third quarter ended September 30, 2023. |
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November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023. |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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November 9, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD. (ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 AND EFFECTIVE ON DECEMBER 1, 2021) www.verify.gov.ky File#: 376116 Filed: 08-Dec-2021 14:41 EST Auth Code: G31293496925 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISL |
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November 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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August 31, 2023 |
Press Release 31 August 2023 1 VX4 programme moves to the next phase • Preliminary investigation into August 9 incident swiftly completed, identifying the root cause to be a single component • Vertical successfully concluded its remote thrustborne flight test campaign in July 2023 • Certification timelines unchanged, with more advanced prototype aircraft in production and expected to be flying in early 2024 London, UK; New York, USA– 31 August 2023 Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero-emissions aviation, today provides an update on its overall programme. |
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August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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August 3, 2023 |
Exhibit 99.1 Press Release 03 August 2023 1 Vertical Aerospace Announces First Half-Year 2023 Financial Results Company Issues Shareholder Letter London, UK & New York, USA – 03 August 2023 Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the six months |
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August 3, 2023 |
Table of Contents Exhibit 99.2 Vertical Aerospace Ltd Unaudited Condensed Consolidated Interim Financial Information for the six months ended June 30, 2023 and June 30, 2022 Contents Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the six months periods ended June 30, 2023 and June 30, 2022 2 Unaudited Condensed Consolidated Interim Statements of Financia |
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August 3, 2023 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.3 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated |
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July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom ( |
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May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (A |
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May 3, 2023 |
Vertical Aerospace Announces First Quarter 2023 Financial Results Exhibit 99.1 Vertical Aerospace Announces First Quarter 2023 Financial Results Company Issues Shareholder Letter London, UK; New York, USA – May 3, 2023 Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the first quarter ended March 31, 2023. The Company |
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April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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March 31, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-270756 PROSPECTUS Vertical Aerospace Ltd. 216,013,700 Ordinary Shares Offered by Selling Securityholders 21,889,935 Ordinary Shares Underlying Warrants 4,000,000 Warrants to Purchase Ordinary Shares This prospectus relates to (i) the resale or other disposition, from time to time, of up to 203,742,563 ordinary shares, par valu |
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March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom |
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March 30, 2023 |
Exhibit 99.1 Vertical Aerospace reaches significant certification milestones, including Design Organisation Approval (DOA) · UK Civil Aviation Authority (CAA) issues its first eVTOL Design Organisation Approval to Vertical Aerospace (Vertical), underlining regulatory confidence · Vertical submits its certification basis proposal to the CAA for its VX4 aircraft, with technical familiarisations to f |
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March 28, 2023 |
Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom +44 117 457 2094 March 28, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Gregory Herbers Re: Vertical Aerospace Ltd. Registration Statement on Form F-3 (File No. 333-270756) Ladies and Gentle |
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March 22, 2023 |
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 22, 2023 |
As filed with the Securities and Exchange Commission on March 22, 2023. As filed with the Securities and Exchange Commission on March 22, 2023. Registration No. 333-266643 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3721 Not Applicable (State or Other |
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March 22, 2023 |
Exhibit 4.3 RULES OF THE VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN Board adoption: 9 December 2021 Stockholders’ approval: 14 December 2021 Compensation Committee amendment and restatement: 27 January 2023 Expiry date: 14 December 2031 Date of amendment and restatement Amendment and restatement change: 27 January 2023 Schedule 3 addition approved by the Compensation Committee of the board |
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March 22, 2023 |
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 12.2 CERTIFICATION I, John Martin, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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March 22, 2023 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES 424B3 1 tm239925d2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 7 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES ——————————— This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registra |
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March 22, 2023 |
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Vertical Aerospace Ltd. (the “Company”) for the year ended December 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d- 14(b) of |
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March 22, 2023 |
Exhibit 2.9 DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION As of December 31, 2022, Vertical Aerospace Ltd. (the “Company,” “we,” “us,” and “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our ordinary shares par value $0.0001 per share (“ordinary shares”) and public warrants to purchase our ordinary shares (“Public Warrant |
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March 22, 2023 |
As filed with the Securities and Exchange Commission on March 22, 2023. As filed with the Securities and Exchange Commission on March 22, 2023. Registration No. 333-262207 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3721 Not Applicable (State or Other |
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March 22, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Vertical Aerospace Ltd. |
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March 22, 2023 |
Form F-3 (File No. 333-270756) Table of Contents As filed with the Securities and Exchange Commission on March 22, 2023. |
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March 22, 2023 |
As filed with the Securities and Exchange Commission on March 22, 2023. As filed with the Securities and Exchange Commission on March 22, 2023. Registration No. 333-264601 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 3721 Not Applicable (State or Other |
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March 22, 2023 |
Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-264601 PROSPECTUS SUPPLEMENT No. 7 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333-264601), effective as of August 15, |
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March 22, 2023 |
Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-266643 PROSPECTUS SUPPLEMENT No. 7 (to prospectus dated August 18, 2022) Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus dated August 18, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-266643). This pr |
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March 22, 2023 |
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 12.1 CERTIFICATION I, Stephen Fitzpatrick, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Vertical Aerospace Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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March 22, 2023 |
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-263815) of Vertical Aerospace Ltd. of our report dated March 22, 2023 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers LLP Bristol, United Kingdom March 22, 2023 1 |
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March 22, 2023 |
Exhibit 4.12 Execution VERTICAL AEROSPACE LTD. and NOMURA SECURITIES INTERNATIONAL, INC. AMENDED AND RESTATED SHARE PURCHASE AGREEMENT September 22, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 4 ARTICLE II PURCHASE AND SALE OF SHARES 4 Section 2.1. Purchase and Sale of Shares 4 Section 2.2. Closing Date; Settlement Dates 5 Section 2.3. Initial Public Announcements and Required Filings 5 ARTICLE I |
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February 7, 2023 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 6 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registration Statement on Form F-1 (Registration State |
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February 7, 2023 |
Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-266643 PROSPECTUS SUPPLEMENT No. 6 (to prospectus dated August 18, 2022) Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus dated August 18, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-266643). This pr |
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February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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February 7, 2023 |
Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-264601 PROSPECTUS SUPPLEMENT No. 6 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333-264601), effective as of August 15, |
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February 1, 2023 |
EVTL / Vertical Aerospace Ltd / Fitzpatrick Stephen James - SC 13G/A Passive Investment SC 13G/A 1 tm234500d1sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Vertical Aerospace Ltd. (Name of Issuer) Ordinary Shares (Title of Class |
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January 27, 2023 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 5 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registration Statement on Form F-1 (Registration State |
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January 27, 2023 |
Exhibit 99.1 Vertical Aerospace strengthens leadership team with appointment of senior executive John Martin as Chief Financial Officer · John brings thirty years’ experience of senior executive roles in large, international companies, most recently as CEO of Ferguson plc (formerly Wolseley plc), the FTSE 100 distribution business · John has served as CFO of Wolseley plc, Hays plc and Travelex Gro |
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January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 27, 2023 |
Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-266643 PROSPECTUS SUPPLEMENT No. 5 (to prospectus dated August 18, 2022) Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus dated August 18, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-266643). This pr |
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January 27, 2023 |
Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-264601 PROSPECTUS SUPPLEMENT No. 5 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333-264601), effective as of August 15, |
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January 19, 2023 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 4 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registration Statement on Form F-1 (Registration State |
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January 19, 2023 |
Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-266643 PROSPECTUS SUPPLEMENT No. 4 (to prospectus dated August 18, 2022) Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus dated August 18, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-266643). This pr |
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January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdo |
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January 19, 2023 |
Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-264601 PROSPECTUS SUPPLEMENT No. 4 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333-264601), effective as of August 15, |
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January 19, 2023 |
Vertical Aerospace progresses launch plans Exhibit 99.1 Vertical Aerospace progresses launch plans in Japan with Asia’s first eVTOL delivery slot reservation fee from Marubeni Corporation • Vertical’s customers are progressing plans for safer, greener, easier flight in Japan’s cities and regions by the mid 2020s • Marubeni is making a pre-delivery payment to Vertical to reserve early delivery slots for the first 25 out of 200 VX4 condition |
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December 22, 2022 |
EVTL / Vertical Aerospace Ltd / Mudrick Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Vertical Aerospace Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9471C107 (CUSIP Number) December 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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December 22, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the ordinary shares, par value $0. |
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November 9, 2022 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 3 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registration Statement on Form F-1 (Registration State |
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November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-41169 Vertical Aerospace Ltd. (Exact Name of Registrant as Specified in Its Charter) Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingd |
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November 9, 2022 |
Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-266643 PROSPECTUS SUPPLEMENT No. 3 (to prospectus dated August 18, 2022) Vertical Aerospace Ltd. UP TO 20,000,000 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus dated August 18, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-266643). This pr |
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November 9, 2022 |
Vertical Aerospace Announces Third Quarter 2022 Financial Results Exhibit 99.1 Vertical Aerospace Announces Third Quarter 2022 Financial Results Company Issues Shareholder Letter London, UK & New York, USA – November 9, 2022 Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the third quarter ended September 30, 2022. T |
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November 9, 2022 |
Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES 424B3 1 tm2229993d4424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-264601 PROSPECTUS SUPPLEMENT No. 3 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 15,265,136 ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333- |
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October 18, 2022 |
Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES Filed Pursuant to Rule 424(b)(3) Registration No. 333-262207 PROSPECTUS SUPPLEMENT No. 2 (to prospectus dated August 16, 2022) Vertical Aerospace Ltd. 240,154,769 ORDINARY SHARES 4,000,000 WARRANTS TO PURCHASE ORDINARY SHARES This prospectus supplement amends and supplements the prospectus contained in our Post-effective Amendment No. 2 to our Registration Statement on Form F-1 (Registration State |