Vertical Aerospace Ltd SEC Filings

Saba Capital Management and related parties have disclosed a significant stake in Vertical Aerospace Ltd. The filing reports beneficial ownership of 8,263,857 common shares and warrants, representing 6.77% of the outstanding class, based on 122,126,286 securities outstanding. This total includes 4,097,857 ordinary shares and warrants exercisable for 2,083,000 ordinary shares under Tranche A Public Warrants and 2,083,000 ordinary shares under Tranche B Public Warrants. The securities are held for investment purposes and, according to the certification, are not held to change or influence control of Vertical Aerospace.

Vertical Aerospace Ltd. reported that, as of December 31, 2025, it held cash and cash equivalents of approximately £69 million (about $93 million). This figure gives investors a snapshot of the company’s liquidity at year-end, showing how much cash it has available to fund operations and ongoing projects.

The company classifies this number as preliminary financial data based on information available to management and on various assumptions. The external auditor, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled, or performed agreed-upon procedures on this preliminary figure and therefore provides no assurance on it. The information in this report is also incorporated by reference into Vertical Aerospace’s existing Form F-3 registration statements.

Vertical Aerospace Ltd. has filed a shelf prospectus on Form F-3 to register up to $200,000,000 of ordinary shares, preferred shares, warrants, rights and units, which may be offered in one or more future transactions with specific terms set out in separate prospectus supplements.

The company’s ordinary shares trade on the NYSE under the symbol EVTL, with a last reported price of $6.23 on January 7, 2026. As of September 30, 2025, Vertical had 99,787,293 ordinary shares outstanding. It is an emerging growth company and foreign private issuer, allowing reduced reporting requirements.

Vertical is developing its zero-operating-emission eVTOL aircraft, Valo, targeting up to six passengers and 100-mile range, and aims for type certification with the CAA and EASA in 2028. The company highlights significant risks, including its limited operating history, lack of commercial aircraft sales, substantial capital needs, going concern uncertainty, certification and regulatory challenges, reliance on partners and suppliers, conditional pre-orders, and early-stage advanced air mobility markets.

Vertical Aerospace Ltd. has filed a shelf registration that would allow it to offer and sell up to $200,000,000 of ordinary shares, preferred shares, warrants, rights and units from time to time after effectiveness. Specific terms, prices and use of proceeds for each issuance will be detailed in future prospectus supplements.

The company is developing its zero-operating-emission Valo electric vertical takeoff and landing (eVTOL) aircraft, supported by three full-scale prototypes and plans to build seven certification aircraft ahead of a targeted type certification in 2028. As of September 30, 2025, it had 99,787,293 ordinary shares issued and outstanding and additional shares potentially issuable under warrants and convertible notes.

Vertical highlights substantial risks typical for an early-stage aerospace company, including limited operating history, significant capital needs, going concern uncertainty, certification and safety risks, conditional pre-orders and reliance on partners and regulators in the UK and EU. The company’s ordinary shares trade on the NYSE under the symbol “EVTL.”

Vertical Aerospace Ltd. submitted a Form 6-K to provide shareholders with materials for an upcoming extraordinary general meeting. The company is furnishing a circular as Exhibit 99.1, which includes the official notice of the extraordinary general meeting, a letter to shareholders and a proxy card so shareholders can vote on the proposals to be presented at the meeting. The company also furnished, as Exhibit 99.2, a press release issued on December 29, 2025 relating to the calling of this meeting. The information in this report, other than the press release, is incorporated by reference into Vertical Aerospace's existing Form F-3 shelf registration statements.

Vertical Aerospace Ltd. has unveiled Valo, a zero operating emission electric vertical take-off and landing (eVTOL) aircraft it plans to design, manufacture and commercialize for the advanced air mobility market. Valo is described as the successor to the company’s VX4 prototype, with a more advanced design informed by data and findings from its piloted test program.

The company states that all previously disclosed development, certification and commercialization targets, goals and objectives that referred to the VX4 will now be understood to refer to Valo. The report also includes standard cautionary language that these plans and timelines are forward-looking and subject to risks described in its prior SEC filings, and it incorporates this information by reference into Vertical’s existing Form F-3 registration statements.

Vertical Aerospace Ltd. reports that it has entered into a long-term development and supply partnership with Syensqo, a global advanced materials company, for its VX4 electric and hybrid-electric vertical take-off and landing aircraft. Through its subsidiary, Vertical Aerospace Group Limited, the company signed a Long-Term Development and Supply Agreement under which Syensqo’s composite and adhesive materials will be integrated across the entire VX4 structure, including the wing, empennage, pylons and fuselage, for both pre-production and, subject to certification, future certified aircraft.

The agreement will become irrevocable on December 26, 2025, supporting the design and manufacture of the VX4 as the program progresses toward certification and entry into service. The filing also notes that the VX4 airframe itself will be manufactured by Aciturri, a leading aerostructures supplier. The information in this report (excluding the press release attached as Exhibit 99.1) is incorporated by reference into the company’s existing Form F-3 shelf registration statements.

Vertical Aerospace Ltd. reports that 16 members of its Board of Directors and senior leadership team have been buying the company’s ordinary shares in the open market since November 11, 2025, in a personal capacity. Taken together with similar purchases disclosed in May 2025, these insiders have increased their aggregate shareholdings by approximately 50% since May.

The company’s majority shareholder, Mudrick Capital Management, LP, has also increased its position by 350,000 shares through open‑market purchases since November 24, 2025. In contrast, Stephen Fitzpatrick’s directly held stake has fallen to less than 0.4% of ordinary shares as of late November 2025, down from about 15% on January 1, 2025. The 6‑K also incorporates this information into several existing Form F‑3 registration statements.

Stephen James Fitzpatrick filed Amendment No. 11 to Schedule 13D reporting beneficial ownership of 8,490,914 Ordinary Shares of Vertical Aerospace Ltd., representing 8.10% of the class. This total includes 3,290,914 Ordinary Shares over which he has sole voting and dispositive power and 5,200,000 Ordinary Shares over which he shares voting and dispositive power through Imagination Aero Investment Ltd. Imagination Aero’s position consists of 5,000,000 shares issuable upon exercise of warrants and 200,000 shares already held.

The ownership percentage is calculated against 104,787,293 Ordinary Shares, which includes 99,787,293 shares outstanding as of September 30, 2025 plus the 5,000,000 warrant shares. The filing also discloses a series of open-market purchases between November 10 and November 18, 2025, with Fitzpatrick buying 200,000 shares per day on seven trading days at prices between $3.97 and $4.30 per share through Winterflood Securities Limited.