Vertical Aerospace Ltd SEC Filings

Vertical Aerospace Ltd. (EVTL) furnished a Form 6-K announcing third‑quarter updates and the filing of its unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025, along with related notes.

The filing includes Exhibits 99.1–99.4, covering a press release, operating and financial review, financial statements, and capitalization & indebtedness as at September 30, 2025. These exhibits are incorporated by reference into the Company’s Form F‑3 registration statements (File Nos. 333‑270756, 333‑284763, 333‑287207).

Vertical Aerospace Ltd. (EVTL) filed an amended Form 6-K to restate its September 17, 2025 update, adding a basis-of-preparation disclaimer for financial goals and capital needs, an auditor notification, and clarifications. The company provided program milestones, manufacturing plans, and an estimate of additional funding required to reach certification of its all‑electric VX4 in 2028.

As of November 4, 2025, Vertical reports approximately 1,500 VX4 pre-orders; these are not legally binding and may be terminated without penalty. The company continues its piloted flight test campaign with the CAA, targeting piloted transition flight testing by end 2025 and hybrid‑electric variant flight testing in 2026.

Vertical plans a modular, kit-assembly manufacturing model. Initial low-rate production at an expanded Cotswold Airport site is expected to support greater than 25 VX4 aircraft annually, with total airport footprint targeted at about 130,000 sq ft. Battery capacity expansion adds about 30,000 sq ft under a 15‑year lease, bringing that site to roughly 45,000 sq ft. Management currently estimates an additional $700 million will be required to fund operations, NRCs, capex, hybrid powertrain development up to an assumed customer-funded contract, and contingency. PwC has not audited or reviewed this prospective information.

Stephen James Fitzpatrick filed a Form 144 relating to Vertical Aerospace (EVTL), indicating an intent to sell up to 2,800,000 ordinary shares with an aggregate market value of $13,020,000.

The approximate sale date is 10/29/2025, through broker Winterflood Securities Limited. The class is listed on the NYSE. The filing notes 103,527,721 shares outstanding.

Background information states the securities were originally acquired on 12/16/2021 via a Founder Stock Purchase from Vertical Aerospace Ltd., totaling 123,101,919 shares, with a Founder Contribution as consideration.

The filing lists prior sales in the past three months, including examples such as 100,000 shares on 07/28/2025 for $681,135 and 200,000 shares on 10/28/2025 for $898,723.

Stephen James FitzpatrickVertical Aerospace Ltd. (EVTL), updating his beneficial ownership. He reports 11,490,914 Ordinary Shares beneficially owned, representing 11.10% of the class. This includes 6,290,914 shares over which he has sole voting and dispositive power, and 5,200,000 shares over which voting and dispositive power is shared through Imagination Aero Investment Ltd.

The shared amount reflects 5,000,000 shares issuable upon exercise of outstanding warrants held by Imagination Aero and 200,000 shares held by Imagination Aero. The percentage is calculated on 103,527,721 shares outstanding, after a one‑for‑ten reverse split on September 20, 2024.

Disclosed transactions through Winterflood Securities Limited were 200,000-share trades on October 15–22, 2025 at prices from $4.65 to $5.29 per share.

Vertical Aerospace Ltd. reports that, as of September 30, 2025, it held approximately £92 million (about $123 million) in cash and cash equivalents. This figure gives an indication of the company’s available liquidity to fund operations and development activities.

The company describes this cash information as preliminary, based on management’s assumptions and subject to adjustment. The data has not been audited, reviewed, compiled, or examined through agreed-upon procedures by PricewaterhouseCoopers LLP, and therefore carries no auditor assurance.

The disclosure is also incorporated by reference into Vertical Aerospace’s existing Form F-3 shelf registration statements, meaning these liquidity details are now part of the information base supporting any future securities offerings under those registrations.

Amendment No. 7 to a Schedule 13D shows that Stephen James Fitzpatrick and Imagination Aero Investment Ltd. together report beneficial ownership of 14,190,914 Ordinary Shares of Vertical Aerospace Ltd., representing 13.71% of the outstanding class on the filing's calculation basis. That aggregate includes 5,000,000 Ordinary Shares issuable upon exercise of warrants held by Imagination Aero and 200,000 Ordinary Shares directly held by Imagination Aero, after giving effect to a one-for-ten reverse stock split.

The filing lists open-market purchases executed through Winterflood Securities Limited between August 26 and September 26, 2025, totaling 1,095,868 shares at prices ranging roughly from $4.46 to $5.98 per share. Item 4 (purpose) is marked N/A, and no new contracts, proceedings or exhibits are attached in this amendment.

Vertical Aerospace Ltd. (EVTL) Form 144: The filing notifies a proposed sale of 1,800,000 ordinary shares (par value $0.001) with an aggregate market value of $11,340,00009/24/2025 through broker Winterflood Securities Limited on the NYSE. The filer’s original acquisition is reported as Founder Stock Purchase on 12/16/2021 from Vertical Aerospace Ltd., with the table showing 123,101,919 shares acquired by that transaction. The issuer’s total shares outstanding are listed as 101,677,721. The filing also lists numerous disclosed sales by Stephen James Fitzpatrick during June–September 2025, showing repeated dispositions of ordinary shares and gross proceeds for each trade. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Vertical Aerospace provided updated commercial and financial targets for its VX4 and hybrid-electric variant, including an increased target cumulative aircraft deliveries of at least 175 units by end 2030 and a raised production run-rate target to greater than 225 units annually by Q4 2030. The company expects annual deliveries of approximately 900 units by 2035 and annual battery deliveries of about 45,000 units in 2035. Management projects consolidated revenues of $1.0 billion by 2030 at a 20% gross margin, rising to $10.7 billion by 2035 at a 40% gross margin, with shifting revenue and gross profit mixes across VX4, hybrid-electric aircraft, and aftermarket services.

The company also disclosed a revised free cash flow timeline targeting cash break-even by end 2029 and more than $100 million positive free cash flow in 2030. The filing reiterates forward-looking nature of these targets and highlights material risks including the need for additional capital, limited operating history without mass-produced aircraft, and certain non-binding initial production facility agreements. Regulatory certification of the hybrid-electric variant with the UK CAA is expected in 2029.

Vertical Aerospace filed a prospectus supplement to offer up to $100,000,000 of ordinary shares through an "at the market" sales agreement with Jefferies LLC acting as sales agent. The shares trade on the NYSE under EVTL; recent reported prices include $4.51 (September 4, 2025) and an assumed illustrative price of $4.85 (September 2, 2025) for offering calculations. Jefferies may receive up to a 3.0% commission and will be deemed an underwriter for Securities Act purposes. Proceeds are intended to fund R&D, testing and certification capacity expansion, and general corporate purposes. The filing reiterates material risks, including limited operating history, recurring losses, and a going concern uncertainty despite recent July 2025 equity proceeds of $69 million. The company highlights ongoing VX4 development milestones, a complementary hybrid-electric aircraft announced May 2025, and governance updates including a director appointment and incentive plan amendments.