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Vertical Aerospace Ltd 424B Filings

EVTL NYSE

Every 424B that Vertical Aerospace Ltd (EVTL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow EVTL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full EVTL filings page.

Rhea-AI Summary

Vertical Aerospace Ltd. (EVTL) has filed a resale shelf prospectus covering up to 168,169,971 ordinary shares that may be sold from time to time by a single selling securityholder group affiliated with Mudrick Capital Management. These shares arise from a recent amendment to Vertical’s Convertible Senior Secured PIK Toggle Notes, which reduced the fixed conversion price on all such notes from $3.50 to $1.30 per share and accelerated issuance of additional notes and future payment-in-kind interest.

The registered shares consist of up to 63,900,370 Step Down Conversion Shares and up to 104,269,601 Step Down PIK Shares. Vertical will not receive any proceeds from Mudrick’s resale of these shares; all proceeds go to the selling holder, though Vertical has previously received cash from issuing the underlying notes. As of August 10, 2026, 171,723,641 ordinary shares were outstanding, and Mudrick-affiliated funds beneficially owned a large convertible and warrant position that could translate into substantial equity ownership.

The prospectus highlights that Vertical is an early-stage eVTOL aircraft OEM, has not certified or sold non‑prototype aircraft, and discloses recurring losses, limited cash and a material uncertainty regarding its ability to continue as a going concern. The company emphasizes significant capital needs, execution and certification risks, conditional pre‑orders, dependence on partners and suppliers, and regulatory and market uncertainties for advanced air mobility.

Rhea-AI Summary

Vertical Aerospace Ltd. is raising equity through a registered direct offering of 33,333,334 Units at $1.05 per Unit, for a gross offering size of $35,000,001. Each Unit includes one ordinary share and one four-year Tranche C Warrant exercisable at $2.00 per share, immediately upon issuance.

The company expects net cash proceeds of about $32.55 million before expenses, and could receive up to an additional $66.67 million if all Tranche C Warrants are exercised for cash. Ordinary shares outstanding would rise to 171,723,641, excluding warrant and option exercises and other convertible instruments, and the filing details substantial additional potential dilution from notes, preferred shares, warrants and equity facilities.

Proceeds are intended mainly for aircraft research and development, and expansion of testing and certification capacity, with remaining funds for working capital and general corporate purposes. The company highlights recurring losses, heavy funding needs and states that limited cash and dependence on new capital raise a material uncertainty that may cast significant doubt on its ability to continue as a going concern.

Rhea-AI Summary

Vertical Aerospace Ltd. is conducting a primary financing under its shelf registration, offering YA II PN, Ltd. up to 25,000 Series A convertible preferred shares in a second tranche at $960 per $1,000 stated value, plus up to 7,559 additional Series A shares payable as in-kind dividends. These preferred shares are convertible into ordinary shares at the lower of a fixed price (for this tranche $1.26) and a variable price equal to 96% of the lowest five-day VWAP, but not below a $0.598 floor. The filing registers up to 54,446,488 ordinary shares issuable upon conversion. As of June 30, 2026, Vertical had 138,390,307 ordinary shares outstanding and cash and cash equivalents of about £50 million (approximately $66 million). Net proceeds of roughly $23.75 million are intended for aircraft R&D, expansion of testing and certification capacity, and general corporate purposes. The company highlights significant dilution from conversion and discloses recurring losses, limited cash and a material uncertainty that may cast significant doubt on its ability to continue as a going concern.

Rhea-AI Summary

Vertical Aerospace Ltd. filed a shelf prospectus to offer up to $500,000,000 of ordinary shares, preferred shares, warrants, rights and units pursuant to a Form F-3 shelf registration. The prospectus states offerings will be made from time to time and that specific terms, prices and amounts will be disclosed in prospectus supplements.

The prospectus discloses 127,328,004 ordinary shares outstanding as of March 31, 2026 and describes existing convertible and warrant instruments, including 22,338,993 ordinary shares issuable upon exercise of outstanding warrants and 41,796,270 ordinary shares issuable upon conversion of Convertible Senior Secured Notes. Use of proceeds will be described in each applicable prospectus supplement.

Rhea-AI Summary

Vertical Aerospace Ltd. registers for resale up to 64,432,326 ordinary shares under a shelf prospectus covering shares held by selling securityholders, including up to 25,000,000 shares under an equity line of credit with Yorkville and up to 39,432,326 shares tied to Mudrick Capital conversion and PIK arrangements. The company states it will not receive proceeds from resales. The registration covers shares issuable under a $500,000,000 ELOC Facility, additional convertible notes of up to $50,000,000 convertible at $3.50 per share, and assumed PIK interest share issuances; ordinary shares outstanding were 127,328,004 as of March 31, 2026. Sales by the selling securityholders may occur from time to time on exchanges, OTC, in negotiated transactions or otherwise.

Rhea-AI Summary

Vertical Aerospace Ltd. is offering up to 32,559 Series A convertible preferred shares (25,000 Initial Preferred Shares plus up to 7,559 PIK Preferred Shares) pursuant to a Securities Purchase Agreement with YA II PN, Ltd., and this prospectus supplement registers up to 54,446,488 ordinary shares issuable upon conversion of those preferred shares (calculated at the disclosed floor price of $0.598 per share).

The Initial Preferred Shares were priced at $960 per $1,000 stated value and delivery at the first closing was expected on or about April 20, 2026, subject to closing conditions. Proceeds are intended to fund R&D, testing, manufacturing and certification capacity expansion, and general corporate purposes. Conversion mechanics, dividends (PIK at an 18% annual rate upon Triggering Events), transfer restrictions and a 4.99% beneficial ownership conversion limit are described in the Certificate of Designations.

Rhea-AI Summary

Vertical Aerospace Ltd. is issuing ordinary shares having an aggregate offering price of $2,000,000 as a commitment fee under a Standby Equity Purchase Agreement dated April 20, 2026 with YA II PN, Ltd. Fifty percent of the Commitment Shares were deliverable on signing (April 20, 2026) and 50% are payable six months later (October 20, 2026), with the number of shares calculated using the last closing price on the Trading Day immediately prior to each delivery. The SEPA gives the company the right to sell up to $500.0 million of ordinary shares to the Investor over time. The company states it will not receive cash proceeds from the Commitment Shares issuance and cites a cash position of approximately £73 million ($96 million) as of March 31, 2026.

Rhea-AI Summary

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.