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 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
Director Appointment
On September 1, 2025, the Board of Directors (the “Board”)
of Vertical Aerospace Ltd. (the “Company”) approved an increase in the size of the Board from seven to eight directors and
appointed Patrick Ky to serve as a director on the Board, effective immediately.
Mr.
Ky served as Executive Director of the European Union Aviation Safety Agency (EASA) from 2013 to 2023. Prior to EASA, Mr. Ky was Executive
Director of the Single European Sky Air Traffic Management Research (SESAR) Joint Undertaking and has also held senior leadership roles
at Eurocontrol and in the French Civil Aviation Authority (DGAC). Mr. Ky is currently Chief Executive Officer of the International Centre
for Aviation Innovation (ICAI).
Press Release
On September 3, 2025, the Company issued a press
release in relation to the director changes, a copy of which is furnished as Exhibit 99.1 hereto.
Forward-Looking Statements
This Report of Foreign Private Issuer on Form 6-K (the “Form
6-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any express
or implied statements contained in this Form 6-K that are not statements of historical fact may be deemed to be forward-looking statements,
including, without limitation, statements regarding anticipated Board changes and their impact on Vertical and its programme development
and certification efforts, as well as statements that include the words “expect,” “intend,” “plan,”
“believe,” “project,” “forecast,” “estimate,” “may,” “should,”
“anticipate,” “will,” “aim,” “potential,” “continue,” “is/are likely
to” and similar statements of a future or forward-looking nature. These forward-looking statements reflect our current views with
respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained
in the forward-looking statements as a result of a number of factors, including, without limitation, the important factors discussed under
the caption “Risk Factors” in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 11, 2025, as such factors may be updated from time to time in the Company’s other filings with the
SEC. Any forward-looking statements contained in this Form 6- K speak only as of the date hereof and accordingly undue reliance should
not be placed on such statements. the Company disclaims any obligation or undertaking to update or revise any forward-looking statements
contained in this Form 6-K, whether as a result of new information, future events or otherwise, other than to the extent required by applicable
law.
INCORPORATION BY REFERENCE
The
information included in this Report on Form 6-K (excluding Exhibits 99.1) is hereby incorporated
by reference into the Company’s Registration Statement 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.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of Vertical Aerospace Ltd. dated September 3, 2025 |
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: September 3, 2025 |
By: |
/s/ Stuart Simpson |
| |
|
Stuart Simpson |
| |
|
Chief Executive Officer |
