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 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 September 24, 2026, Vertical
Aerospace Ltd. (the “Company”) announced that it has initiated a review of
strategic alternatives, including potential strategic and financial partnerships to advance the next stage of development. The Company has retained Jefferies LLC as its financial advisor in connection with the review.
A copy of the press release is furnished herewith
as Exhibit 99.1.
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
the appointment of Jefferies LLC to support a review of the Company’s strategic alternatives and the success of such review, 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 24,
2026, 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 Statement on Form F-3 (File No. 333-270756, File No. 333-284763,
File No. 333-287207, File No. 333-292448, File No. 333-295988, File No. 333-297060 and File No. 333-298605) (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 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: September 24, 2026 |
By: |
/s/ Stuart Simpson |
| |
|
Stuart Simpson |
| |
|
Chief Executive Officer |
Exhibit 99.1
VERTICAL AEROSPACE ANNOUNCES REVIEW OF STRATEGIC
ALTERNATIVES TO SUPPORT NEXT PHASE OF DEVELOPMENT; APPOINTS JEFFERIES AS FINANCIAL ADVISOR
London & New York — 24 September 2026 — Vertical
Aerospace ("Vertical" or the "Company") (NYSE: EVTL), a global aerospace and technology company pioneering electric
aviation, today announced that it has initiated a review of strategic alternatives including potential strategic and financial partnerships
to advance the next stage of development.
The Company has retained Jefferies LLC as its financial advisor in
connection with the review.
Stuart Simpson, Vertical Aerospace CEO, said:
“This year has been the most significant year in Vertical's
history, with the completion of the first piloted transition flight under regulatory supervision globally at Farnborough International
Airshow. Our team at Vertical has developed the best-in-class and only dual-use VTOL platform to the most exacting safety standards to
serve a broad range of commercial and defence markets. The technology is in place and has been de-risked. As our focus moves to certification,
industrialisation and commercialisation, we feel that now is the right time to explore our options for financing the next phase of our
growth.”
The review follows a period of significant operational progress. In
2026, Vertical became only the second company globally to complete a piloted transition flight in a full-scale tiltrotor eVTOL and subsequently
completed five consecutive days of piloted eVTOL transition demonstrations at the Farnborough International Airshow in front of more than
140,000 visitors.
The Company also recently strengthened its financial position with
approximately $100 million of new financing to support continued progress towards certification and commercialisation. It has also appointed
former Airbus Commercial Aircraft CEO Fabrice Brégier as Chair of its Board to help steer the Company through its next phase of
development.
With the aircraft's core technology now demonstrated in piloted transition
flight and the programme moving from development towards certification, industrialisation and commercial service entry, the Company considers
this the right time to explore partnerships and alternatives that would benefit Vertical.
The Company's operations, certification programme and commercial commitments
will continue unabated throughout the review process. Vertical remains on track to complete Critical Design Review by year-end 2026, and
its early aircraft production facility and expanded Energy Centre remain on schedule to open later this year.
The Company has not set a timetable for completion of the review, and
there can be no assurance that the review will result in any transaction, strategic change or other outcome. Vertical does not intend
to disclose developments with respect to the review unless and until its Board of Directors has approved a specific course of action or
otherwise determines that further disclosure is appropriate or required by law.
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 Aerospace, Syensqo and Sonaca, 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 systems.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. 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 review of strategic alternatives, including its scope, timing, conduct and potential outcomes; the potential for
industrial, commercial or financial partnerships or other transactions and the anticipated benefits thereof; the Company's
certification and development programmes, including the timing of Critical Design Review and the opening of its early aircraft
production facility and expanded Energy Centre; the Company's pre-orders and customer arrangements; the Company's financing
arrangements and liquidity; 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 Vertical's Annual Report on Form 20-F filed with the U.S. Securities and
Exchange Commission ("SEC") on March 24, 2026, as such factors may be updated from time to time in Vertical'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. Vertical 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.
For more information:
Vertical Aerospace Media:
Justin Bates, Head of Communications
justin.bates@vertical-aerospace.com
+44 7878 357 463
Vertical Aerospace Investor Relations:
Gillian Levine, Investor Relations Lead
gillian.levine@vertical-aerospace.com
+1 248 470 8732
