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 February 2026
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 February 23, 2026, Vertical Aerospace
Ltd. (the “Company”) and its wholly-owned subsidiary, Vertical Aerospace Group Ltd., were named as defendants in a compliant
filed by Archer Aviation Inc. (the “Plaintiff”) filed in the U.S. District Court for the Eastern District of Texas, alleging
infringement of Plaintiff’s design and utility patents under the U.S. Patent Act (the “Complaint”).
The Company believes that the asserted claims
in the Complaint are without merit and intends to defend itself vigorously against the allegations.
On February 24, 2026, the Company issued
a press release in relation to the Complaint, 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, the design
and manufacture of our aircraft and the hybrid-electric variant, certification and the commercialization of our aircraft and our ability
to achieve regulatory certification of our aircraft product on any particular timeline or at all, the features and capabilities of the
aircraft, business strategy and plans and objectives of management for future operations, including the building and testing of our prototype
aircrafts on timelines projected, completion of the piloted test programme phases, selection of suppliers, 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 Exhibit 99.1) is hereby
incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763,
File No. 333-287207 and File No. 333-292448) (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 February 24, 2026 |
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: February 25, 2026 |
By: |
/s/ Stuart Simpson |
| |
|
Stuart Simpson |
| |
|
Chief Executive Officer |
Exhibit 99.1
Vertical Aerospace Addresses Archer Aviation
Claims
London, UK & New York, USA – 24/02/2026 –
Vertical Aerospace (“Vertical” or “Company”) [NYSE:EVTL], a global aerospace and technology company that is pioneering
electric aviation, today provided the following statement in response to a patent infringement complaint filed by Archer Aviation in the
U.S. District Court Eastern District of Texas:
Archer’s recent claims are without merit, and Vertical intends
to defend those claims vigorously. Vertical has developed a robust aircraft design with a clear path to certification, underpinned by
Vertical’s proprietary and market-leading technology and international IP portfolio. Archer’s claims are merely an attempt
to distract from the challenges Archer is facing competing in the marketplace.
“Vertical’s aircraft architecture, proprietary technology
stack and certification pathway have been independently developed over many years and are protected by a robust portfolio of intellectual
property rights,” said Domhnal Slattery, Vertical Aerospace Chair. “Our focus remains firmly on execution and certification.
That is where sustainable value is created - and that is where we are leading.”
About Vertical Aerospace
Vertical Aerospace is a global aerospace and technology company pioneering
electric aviation. Vertical is creating a safer, cleaner, and quieter way to travel. Valo is a piloted, four-passenger, Electric Vertical
Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical is also developing a hybrid-electric variant, offering
increased range and mission flexibility to meet the evolving needs of the advanced air mobility market.
Vertical combines partnerships with leading aerospace companies, including
Honeywell, Syensqo and Aciturri, with its own proprietary battery and propeller technology to develop the world’s most advanced
and safest eVTOL.
Vertical has c.1,500 pre-orders of Valo, with customers across four
continents, including American Airlines, Avolon, Bristow, GOL and Japan Airlines. Certain customer obligations are expected
to be fulfilled via third-party agreements. Headquartered in Bristol, UK, Vertical’s experienced leadership team comes from top-tier
aerospace and automotive companies such as Rolls-Royce, Airbus, GM, and Leonardo. Together, they have previously certified and supported
over 30 different civil and military aircraft and propulsion system.
For more information:
Justin Bates, Head of Communications justin.bates@vertical-aerospace.com +44
7878 357 463 Samuel Emden, Head of Investor Affairs samuel.emden@vertical-aerospace.com +447816 459 904
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events.
We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A
of the Securities Act and Section 21E of the Exchange Act. Any express or implied statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding
the design and manufacture of our aircraft and the hybrid-electric variant, certification and the commercialization of our aircraft and
our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, the features and capabilities
of the aircraft, business strategy and plans and objectives of management for future operations, including the building and testing of
our prototype aircrafts on timelines projected, completion of the piloted test programme phases, selection of suppliers; the differential
strategy compared to our peer group; expectations surrounding pre-orders and commitments; as well as statements that include the words
“expect,” “intend,” “plan,” “believe,” “project,” “forecast,”
“estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,”
“continue,” “are likely to” and similar statements of a future or forward-looking nature. Forward-looking statements
are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially
from those projected, including, without limitation, the other important factors discussed under the caption “Risk Factors”
in our 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 our other filings with the SEC. Any forward-looking statements contained in this press
release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any
obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result
of new information, future events or otherwise, other than to the extent required by applicable law.
