As filed with the Securities and Exchange Commission
on August 5, 2025
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vertical Aerospace Ltd.
(Exact name
of registrant as specified in its charter)
| Cayman Islands | |
Not applicable |
| (State
or other jurisdiction of | |
(I.R.S. Employer |
| incorporation or organization) | |
Identification No.) |
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street,
Bristol BS2 0UW
United Kingdom
(Address of Principal Executive Offices)(Zip Code)
VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD
PLAN
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
United States
(Name and address of agent for service)
+1 (800) 221-0102
(Telephone number, including area code, of agent
for service)
Copies to:
Robbie McLaren, Esq.
Jennifer Gascoyne, Esq.
Latham & Watkins LLP
99 Bishopsgate
London EC2M 2XF
United Kingdom
Tel. (+44) (0)20 7710 1000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer | ¨ |
Accelerated filer |
¨ |
| Non-accelerated filer | x |
Smaller reporting company |
¨ |
| | |
Emerging growth company |
x |
| If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. |
¨ |
EXPLANATORY NOTE
This Registration Statement
on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”)
by Vertical Aerospace Ltd. (the “Registrant”), for the purpose of registering 16,757,204 additional ordinary shares of the
Registrant, par value $0.001 per share (the “Shares”), for issuance under the Amended and Restated Vertical Aerospace Ltd.
2021 Incentive Award Plan (the “A&R Plan”) that became available for issuance under the A&R Plan upon approval of
the A&R Plan by ordinary resolution of the shareholders of Vertical Aerospace Ltd. at its Annual General Meeting held on August 5,
2025.
Pursuant to General Instruction
E of Form S-8 regarding Registration of Additional Securities, this Registration Statement hereby incorporates by reference the contents
of the Registrant’s registration statement on Form S-8 (Registration No. 333-263815) initially filed with the Commission
on March 24, 2022 and as amended on August 5, 2025, to the extent not modified or replaced hereby or by any subsequently filed
document, which is incorporated by reference herein or therein (the “Prior Registration Statement”). The Shares being registered
pursuant to this Registration Statement are the same class as other securities for which the Prior Registration Statement relating to
the A&R Plan was filed with the Commission.
ITEM 8. EXHIBITS
The following exhibits are
included or incorporated by reference in this registration statement on Form S-8:
Exhibit
No. |
|
Description |
|
Incorporation by Reference |
| |
|
|
|
Form |
|
File Number |
|
Exhibit
No. |
|
Filing Date |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association of Vertical Aerospace Ltd. |
|
6-K |
|
001-93177 |
|
3.1 |
|
December 23, 2024 |
| 4.1 |
|
Specimen Ordinary Share certificate of Vertical Aerospace Ltd. |
|
F-4 |
|
333-257785 |
|
4.6 |
|
November 24, 2021 |
| 4.2 |
|
Amended and Restated Vertical Aerospace Ltd. 2021 Incentive Award Plan |
|
6-K |
|
001-93177 |
|
99.1 |
|
August 5, 2025 |
| 5.1* |
|
Opinion of Walkers (Cayman) LLP, Cayman counsel to the Company, as to the legality of the securities being registered. |
|
|
|
|
|
|
|
|
| 23.1* |
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
|
|
|
|
|
|
|
|
| 23.2* |
|
Consent of Walkers (Cayman) LLP (contained in Exhibit 5.1). |
|
|
|
|
|
|
|
|
| 24.1* |
|
Powers of Attorney (included on signature page hereto). |
|
|
|
|
|
|
|
|
| 107* |
|
Filing Fee Table. |
|
|
|
|
|
|
|
|
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of London, England, on August 5, 2025.
| |
VERTICAL AEROSPACE LTD. |
| |
|
| |
By: |
/s/ Stuart Simpson |
| |
|
Name: |
Stuart Simpson |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes
and appoints each of Stuart Simpson and Dómhnal Slattery, each acting alone, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective
amendments, of Vertical Aerospace Ltd., and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Stuart Simpson |
|
Chief Executive Officer
(Principal |
|
August 5, 2025 |
| Stuart Simpson |
|
Executive Officer) and Director |
|
|
| |
|
|
|
|
| /s/ John Maloney |
|
Finance Director (Principal
Financial |
|
August 5, 2025 |
| John Maloney |
|
Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Dómhnal Slattery |
|
Chairman |
|
August 5, 2025 |
| Dómhnal Slattery |
|
|
|
|
| |
|
|
|
|
| /s/ James Keith Brown |
|
Director |
|
August 5, 2025 |
| James Keith Brown |
|
|
|
|
| |
|
|
|
|
| /s/ Kris Haber |
|
Director |
|
August 5, 2025 |
| Kris Haber |
|
|
|
|
| |
|
|
|
|
| /s/ Lord Andrew Parker |
|
Director |
|
August 5, 2025 |
| Lord Andrew Parker |
|
|
|
|
| |
|
|
|
|
| /s/ Poul Carsten Stendevad |
|
Director |
|
August 5, 2025 |
| Poul Carsten Stendevad |
|
|
|
|
| |
|
|
|
|
| /s/ Benjamin Story |
|
Director |
|
August 5, 2025 |
| Benjamin Story |
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act
of 1933, the undersigned, the duly authorized representative in the United States of Vertical Aerospace Ltd., has signed this Registration
Statement on Form S-8 in the City of New York, State of New York, on August 5, 2025.
| |
COGENCY GLOBAL INC. |
| |
|
| |
By: |
/s/ Colleen De Vries |
| |
Name: |
Colleen De Vries |
| |
Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
