Vertical Aerospace files 6-K for $60M U.S. equity sale, option to add $9M

Rhea-AI Filing Summary

Vertical Aerospace Ltd. (EVTL) has filed a Form 6-K announcing that, on 8 July 2025, it entered into an underwriting agreement with Deutsche Bank Securities Inc. and William Blair & Company L.L.C. to sell $60 million of ordinary shares in an underwritten public offering in the United States at $5.00 per share. The company has granted the underwriters a 30-day option to purchase up to an additional $9 million of shares at the same price, potentially raising total gross proceeds to $69 million.

The filing incorporates this information into several existing Form F-3 registration statements and attaches the underwriting agreement (Exhibit 1.1), a legal opinion on share validity (Exhibit 5.1) and the pricing press release (Exhibit 99.1).

• Offering size: $60 million, expandable to $69 million with option
• Offering price: $5.00 per ordinary share
• Lead underwriters: Deutsche Bank Securities and William Blair
• Use of filing: Incorporation by reference into active shelf registrations
• Implication: Strengthens liquidity but dilutes existing shareholders

Insights

Capital Markets Analyst

TL;DR: Neutral—transaction boosts cash but dilutes holders; option adds flexibility.

The $60 million primary raise—plus a potential $9 million greenshoe—improves Vertical Aerospace’s near-term liquidity profile and signals continued access to U.S. capital markets. Pricing at $5.00 suggests a discount designed to ensure deal placement, typical for growth companies without steady cash flows. The use of reputable underwriters enhances execution certainty. However, because proceeds come entirely from new share issuance, existing shareholders face dilution proportional to the number of shares offered. As no use-of-proceeds detail is provided, it is unclear whether funds target R&D, working capital or debt reduction, limiting immediate valuation upside.

Equity Research Analyst

TL;DR: Slightly negative—needed cash raise underscores funding requirements and dilutes equity.

Vertical Aerospace’s decision to tap the market for up to $69 million highlights ongoing capital intensity in the eVTOL development cycle. While additional cash extends runway, the fixed $5.00 price—if below prior market levels—may pressure the stock and reflects limited pricing power. Absent earnings data or project milestones in the filing, investors receive no incremental visibility on path to profitability. Therefore, despite liquidity benefits, the offering could weigh on sentiment until the company demonstrates tangible progress that offsets dilution.

 

 

 

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  ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

On July 8, 2025, Vertical Aerospace Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and William Blair & Company L.L.C., as underwriters (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell, in an underwritten public offering in the United States (the “Offering”), $60 million of ordinary shares of the Company, par value $0.001 per share, at a public offering price of $5.00 per ordinary share. The Company has also granted the underwriters a 30-day option to purchase up to an additional $9 million of ordinary shares at the public offering price of $5.00 per ordinary share.

 

Attached to this Report as Exhibit 1.1 is the Underwriting Agreement.

 

Attached to this Report as Exhibit 5.1 is the opinion of Walkers (Cayman) LLP regarding the validity of the ordinary shares.

 

Attached to this Report as Exhibit 99.1 is a copy of the press release of the Company, dated July 9, 2025, announcing the pricing of the Offering.

 

 

 

 

INCORPORATION BY REFERENCE

 

The information included in this Report on Form 6-K (including Exhibits 1.1, 5.1 and 99.1) is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-287270) (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.

 

The information included in this Report on Form 6-K (excluding Exhibits 1.1, 5.1 and 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756 and File No. 333-284763) (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
 	 
1.1	 	Underwriting Agreement, dated July 8, 2025, by and among Vertical Aerospace Ltd., Deutsche Bank Securities Inc. and William Blair & Company L.L.C.
5.1	 	Opinion of Walkers (Cayman) LLP.
99.1	 	Press Release, dated July 9, 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: July 9, 2025	By:	 /s/ Stuart Simpson
 	 	Stuart Simpson
 	 	Chief Executive Officer

 

 

 

FAQ

How much capital is Vertical Aerospace (EVTL) looking to raise in the July 2025 offering?

The company plans to raise $60 million, with an option for underwriters to purchase an additional $9 million of shares.

What is the offering price per EVTL ordinary share?

Each ordinary share is priced at $5.00 in the underwritten public offering.

Which investment banks are underwriting Vertical Aerospace’s equity sale?

The lead underwriters are Deutsche Bank Securities Inc. and William Blair & Company L.L.C.

Does the offering include an over-allotment option?

Yes, the underwriters have a 30-day option to purchase up to an additional $9 million of shares at the same price.

Where will the information from this 6-K be incorporated?

It will be incorporated by reference into the company’s active Form F-3 registration statements (File Nos. 333-287270, 333-270756, 333-284763).