[6-K] Vertical Aerospace Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Redmile Group, LLC, Jeremy C. Green and RedCo II Master Fund, L.P. have filed Amendment No. 9 to their Schedule 13D on Fate Therapeutics, Inc. (NASDAQ: FATE). The filing, triggered by an event dated 07 July 2025, updates the group’s ownership disclosure and key blocking provisions.

• Aggregate beneficial ownership: 17,941,579 common shares (direct and deemed) representing 14.9 % of FATE’s outstanding common stock (114,633,022 shares as of 6 May 2025).
• Key holder detail: RedCo II Master Fund holds 13,479,013 shares (11.3 %). All shares are subject to shared voting and dispositive power; no reporting person has sole power.
• Warrants & preferred stock: • Pre-Funded Warrants covering 3,691,324 shares (exercise price $0.001) • Class A Preferred Stock convertible 1-for-5 into up to 810,065 shares (RedCo II) and additional preferred shares across other Redmile funds.
  Both instruments are governed by 14.99 % beneficial-ownership blockers.
• Change in blocker threshold: On 1 July 2025 Redmile elected to raise the “Maximum Percentage” under the Warrant Beneficial Ownership Blocker from 9.99 % to 14.99 % (effective 61 days later). This allows the group to exercise additional warrants and approach the new 14.99 % cap without breaching Section 13(d) limits.
• Funding source: Working capital of various Redmile-managed private investment funds (no external financing disclosed).
• Historical context: This is the ninth amendment to an initial 13D filed in 2018, reflecting the evolution of Redmile’s position and security mix (common, warrants, preferred, options, RSUs).

The amendment does not announce new purchases or sales but formalises the larger ownership cap, clarifies the composition of the beneficial stake, and reiterates blocker mechanics designed to limit ownership to 14.99 % of outstanding commons.

Insights

Securities Analyst

TL;DR — Redmile lifts ownership cap to 14.99 %, reaffirming a large strategic stake without immediate cash impact.

The filing signals continued commitment from a specialist biotech investor. Moving the blocker from 9.99 % to 14.99 % allows Redmile to convert/exercise up to roughly 4.9 million additional shares (options, warrants, preferred) over time. Because the warrants are pre-funded at $0.001, Fate receives negligible incremental cash; the principal impact is potential dilution and voting concentration. No new purchases are disclosed, so near-term float dynamics remain unchanged. Overall, this is structurally important but not fundamentally value-changing in the short term.

Corporate Governance Expert

TL;DR — Ownership concentration rises; possible governance influence, but still below 15 % control threshold.

Redmile now controls nearly 15 % of FATE’s voting power, positioning it as the company’s leading shareholder. While the firm disclaims control intent, a stake of this size affords meaningful influence over board matters and strategic direction, especially in biotech where floats are limited. The blocker election is a permissible mechanism under SEC rules, but shareholders should watch for future activism or alignment proposals. Because the cap remains below 15 %, poison-pill or change-of-control triggers are unlikely to activate.

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

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x        Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On July 3, 2025, Vertical Aerospace Ltd. (“the Company”) issued a press release announcing the addition of certain individuals to its senior management team, a copy of which is furnished as 99.1 hereto.

INCORPORATION BY REFERENCE

Exhibit 99.1 (excluding the quotation from the Company’s Chief Executive Officer) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763 and File No. 333-287207) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vertical Aerospace Ltd.
Date: July 3, 2025	By:	/s/ Stuart Simpson
		Stuart Simpson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release of Vertical Aerospace Ltd. dated July 3, 2025

FAQ

How many Fate Therapeutics (FATE) shares does Redmile now beneficially own?

The reporting group discloses 17,941,579 shares, or 14.9 % of outstanding common stock.

What change triggered this Schedule 13D/A amendment?

Redmile elected on 1 July 2025 to increase the warrant ownership blocker from 9.99 % to 14.99 %, enabling a larger reportable stake.

Will Fate Therapeutics receive cash from the warrant exercises?

Any remaining Pre-Funded Warrants carry a de-minimis $0.001 exercise price, so cash proceeds will be immaterial.

How much could Redmile’s position grow post-election?

The group can exercise or convert securities for up to 4.9 million additional shares while staying under the new 14.99 % threshold.

Does the filing suggest imminent share sales by Redmile?

No. The amendment focuses on ownership cap adjustments; it does not indicate sales intentions.

What is the impact on other shareholders?

Dilution risk rises modestly, and governance influence shifts toward a single large holder, but no change-of-control event is triggered.