Vertical Aerospace Ltd SEC Filings

Amendment No. 7 to a Schedule 13D shows that Stephen James Fitzpatrick and Imagination Aero Investment Ltd. together report beneficial ownership of 14,190,914 Ordinary Shares of Vertical Aerospace Ltd., representing 13.71% of the outstanding class on the filing's calculation basis. That aggregate includes 5,000,000 Ordinary Shares issuable upon exercise of warrants held by Imagination Aero and 200,000 Ordinary Shares directly held by Imagination Aero, after giving effect to a one-for-ten reverse stock split.

The filing lists open-market purchases executed through Winterflood Securities Limited between August 26 and September 26, 2025, totaling 1,095,868 shares at prices ranging roughly from $4.46 to $5.98 per share. Item 4 (purpose) is marked N/A, and no new contracts, proceedings or exhibits are attached in this amendment.

Vertical Aerospace Ltd. (EVTL) Form 144: The filing notifies a proposed sale of 1,800,000 ordinary shares (par value $0.001) with an aggregate market value of $11,340,00009/24/2025 through broker Winterflood Securities Limited on the NYSE. The filer’s original acquisition is reported as Founder Stock Purchase on 12/16/2021 from Vertical Aerospace Ltd., with the table showing 123,101,919 shares acquired by that transaction. The issuer’s total shares outstanding are listed as 101,677,721. The filing also lists numerous disclosed sales by Stephen James Fitzpatrick during June–September 2025, showing repeated dispositions of ordinary shares and gross proceeds for each trade. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Vertical Aerospace provided updated commercial and financial targets for its VX4 and hybrid-electric variant, including an increased target cumulative aircraft deliveries of at least 175 units by end 2030 and a raised production run-rate target to greater than 225 units annually by Q4 2030. The company expects annual deliveries of approximately 900 units by 2035 and annual battery deliveries of about 45,000 units in 2035. Management projects consolidated revenues of $1.0 billion by 2030 at a 20% gross margin, rising to $10.7 billion by 2035 at a 40% gross margin, with shifting revenue and gross profit mixes across VX4, hybrid-electric aircraft, and aftermarket services.

The company also disclosed a revised free cash flow timeline targeting cash break-even by end 2029 and more than $100 million positive free cash flow in 2030. The filing reiterates forward-looking nature of these targets and highlights material risks including the need for additional capital, limited operating history without mass-produced aircraft, and certain non-binding initial production facility agreements. Regulatory certification of the hybrid-electric variant with the UK CAA is expected in 2029.

Vertical Aerospace filed a prospectus supplement to offer up to $100,000,000 of ordinary shares through an "at the market" sales agreement with Jefferies LLC acting as sales agent. The shares trade on the NYSE under EVTL; recent reported prices include $4.51 (September 4, 2025) and an assumed illustrative price of $4.85 (September 2, 2025) for offering calculations. Jefferies may receive up to a 3.0% commission and will be deemed an underwriter for Securities Act purposes. Proceeds are intended to fund R&D, testing and certification capacity expansion, and general corporate purposes. The filing reiterates material risks, including limited operating history, recurring losses, and a going concern uncertainty despite recent July 2025 equity proceeds of $69 million. The company highlights ongoing VX4 development milestones, a complementary hybrid-electric aircraft announced May 2025, and governance updates including a director appointment and incentive plan amendments.

Vertical Aerospace Ltd. entered an Open Market Sale Agreement with Jefferies LLC to sell its ordinary shares in an "at the market" offering program allowing aggregate sales of up to $100,000,000. Any shares sold under the program will be issued pursuant to the companys registration statement on Form F-3 (File No. 333-287207) and a related prospectus supplement to be filed on September 5, 2025. The report lists related exhibits, including the sales agreement and legal opinion and consent from Walkers (Cayman) LLP. The filing is signed by Chief Executive Officer Stuart Simpson.

Amendment No. 6 to Schedule 13D updates beneficial ownership disclosures for Vertical Aerospace Ltd. (Ordinary Shares). Stephen Fitzpatrick reports beneficial ownership of 15,286,782 Ordinary Shares, representing 15.03% of the class on a fully-diluted basis that counts 5,000,000 shares issuable upon exercise of warrants. Imagination Aero Investment Ltd., of which Mr. Fitzpatrick is sole managing member, is reported as beneficial owner of 5,200,000 shares (5.11%), which reflects 5,000,000 shares issuable upon exercise of warrants plus 200,000 shares held.

The filing gives effect to the issuer's one-for-ten reverse stock split on September 20, 2024 and references a public offering that increased outstanding shares to 96,677,721 before counting the 5,000,000 warrant shares. The amendment also lists detailed open-market transactions executed through Winterflood Securities Limited between March and August 2025, showing numerous block trades and prices for shares purchased or sold by the reporting person. No new purposes, contracts or legal proceedings are disclosed in this amendment.

Saba Capital Management, Saba Capital Management GP, LLC and Boaz R. Weinstein reported beneficial ownership of 8,481,701 securities of Vertical Aerospace, representing 7.92% of the class based on 107,066,714 shares outstanding. The disclosed position comprises 4,315,701 ordinary shares and 4,166,000 ordinary shares underlying public warrants (2,083,000 for Tranche A and 2,083,000 for Tranche B). The filing notes that funds and accounts advised by Saba Capital have the right to receive dividends and sale proceeds and includes a certification that the holdings were not acquired to change or influence control of the issuer.

Filing: Form S-8 filed by Vertical Aerospace Ltd. on August 5, 2025 to register 16,757,204 additional ordinary shares, par value $0.001 per share.

Purpose: Shares are for issuance under the Amended and Restated Vertical Aerospace Ltd. 2021 Incentive Award Plan, approved by ordinary resolution at the registrant's Annual General Meeting on August 5, 2025. The Registration Statement incorporates by reference the prior Form S-8 (Reg. No. 333-263815) filed March 24, 2022, as amended August 5, 2025.

• Agent for service: Cogency Global Inc., New York.
• Exhibits: Memorandum and Articles, specimen share certificate, A&R Plan, counsel opinion, auditor consent, powers of attorney, filing fee table.
• Signatures: Executed August 5, 2025 by Stuart Simpson (CEO) and other officers/directors.