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 October 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 9, 2026, Vertical Aerospace
Ltd. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance
with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s ordinary shares was
less than $1.00 per share over a consecutive 30 trading-day period (the “Notice”).
In accordance with applicable NYSE rules, the
Company has notified the NYSE that it intends to cure the stock price deficiency and return to compliance with the NYSE continued listing
standards. The Company can regain compliance at any time within a six-month cure period following its receipt of the NYSE notice if, on
the last trading day of any calendar month during such cure period, the Company has both: (i) a closing share price of at least $1.00
and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Company intends to remain listed on the NYSE and will consider available options for regaining compliance.
The Notice has no immediate impact on the listing
of the Company’s ordinary shares, which will continue to be listed on the NYSE during such cure period and is not anticipated to
impact the ongoing business operations of the Company.
As required by Section 802.01C of the
NYSE Listed Company Manual, the Company issued a press release on October 2, 2026, announcing that it had received the notice of
noncompliance with the NYSE’s continued listing standards. 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 value of the Company’s ordinary shares, the
Company’s ability to regain compliance with the NYSE continued listing standards on the timeline required, the Company’s continued
trading of its ordinary shares on the NYSE, and the anticipated impact of the Notice on the Company’s operations, 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 October 2, 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: October 2, 2026 |
By: |
/s/ Stuart Simpson |
| |
|
Stuart Simpson |
| |
|
Chief Executive Officer |
Exhibit 99.1
Vertical Aerospace
Receives Continued Listing Standard Notice from NYSE
New York, US, London,
UK – October 2, 2026 – Vertical Aerospace (“Vertical” or the “Company”) [NYSE: EVTL], a global
aerospace and technology company pioneering electric vertical take-off and landing (“eVTOL”) aircraft, today announced that
it received a notice from the New York Stock Exchange (the “NYSE”) on September 9, 2026, indicating that the Company
is not currently in compliance with the NYSE continued listing standard requiring a minimum average closing price for its ordinary shares
of $1.00 over the preceding 30 consecutive trading days.
Vertical has notified
the NYSE that it intends to regain compliance with the NYSE’s continued listing standards and is considering all available options
to do so that are in the best interests of Vertical and its shareholders. Vertical can regain compliance with the NYSE’s continued
listing requirements at any time during a six-month cure period if, on the last trading day of any calendar month during the cure period,
the ordinary shares have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day
period ending on the last trading day of that month.
The NYSE notice
has no immediate effect on the continued listing of Vertical’s ordinary shares on the NYSE and is not anticipated to have any impact
on Vertical’s ongoing business operations. Under the NYSE’s rules, Vertical’s ordinary shares will continue to be listed
and will trade on the NYSE, subject to compliance with other continued listing requirements.
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 value of the Company’s ordinary shares, the Company’s ability to
regain compliance with the NYSE continued listing standards on the timeline required, the Company’s continued trading of its ordinary
shares on the NYSE, and the anticipated impact of the notice from the NYSE on the Company’s operations, 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
