[SCHEDULE 13D/A] Vertical Aerospace Ltd. SEC Filing

Rhea-AI Filing Summary

Vertical Aerospace (EVTL): Schedule 13D/A Amendment No. 10 filed by Stephen James Fitzpatrick reports beneficial ownership of 9,890,914 Ordinary Shares, representing 9.55% of the class.

The position includes 5,000,000 shares issuable upon exercise of warrants held by Imagination Aero Investment Ltd. and 200,000 shares held by Imagination Aero. Fitzpatrick reports 4,690,914 shares with sole voting and dispositive power and 5,200,000 shares with shared voting and dispositive power. The percentage is calculated on 103,527,721 shares outstanding, including 98,527,721 outstanding after the issuer’s public offering described in the Prospectus Supplement filed September 5, 2025, and the 5,000,000 shares issuable upon warrant exercise. All figures reflect the issuer’s 1‑for‑10 reverse stock split effective September 20, 2024.

Reported transactions through Winterflood Securities Limited include 200,000 shares on each of October 23, 24, 27, 28, November 4, 5, 6, and 7, 2025, at prices from $4.15 to $4.79 per share.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Vertical Aerospace Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G9471C107

(CUSIP Number)

Benjamin Nutbeam
Level 4, 9 Pembridge Road, Notting Hill,
London, X0, W11 3JY
447802659250

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9471C107

1

Name of reporting person

FITZPATRICK STEPHEN JAMES

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,690,914.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 4,690,914.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

9,890,914.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.55 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 ordinary shares, par value $0.001 per share ("Ordinary Shares"), issuable to Imagination Aero Investment Ltd. ("Imagination Aero") upon the exercise of outstanding warrants held by Imagination Aero (the "Warrants") and (ii) 200,000 Ordinary Shares held by Imagination Aero. Stephen Fitzpatrick ("SF") is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to Vertical Aerospace Ltd.'s (the "Issuer") one-for-ten reverse stock split of the Ordinary Shares effected on September 20, 2024 (the "Reverse Split"). The percentage shown in Row 13 is calculated based on 103,527,721 Ordinary Shares outstanding, which includes (i) 98,527,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Issuer's Prospectus Supplement to the Prospectus dated May 28, 2025, which was filed with the SEC on September 5, 2025 (the "Prospectus Supplement"), and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants.

SCHEDULE 13D

CUSIP No. G9471C107

1

Name of reporting person

IMAGINATION AERO INVESTMENT LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

5,200,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.02 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of outstanding Warrants and (ii) 200,000 Ordinary Shares held by Imagination Aero. SF is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to the Reverse Split. The percentage shown in Row 13 is calculated based on 103,527,721 Ordinary Shares outstanding, which includes (i) 98,527,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Issuer's Prospectus Supplement, and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.001 per share
(b)	Name of Issuer: Vertical Aerospace Ltd.
(c)	Address of Issuer's Principal Executive Offices: Unit 1 Camwal Court, Chapel Street, Bristol, UNITED KINGDOM , 0UW.
Item 1 Comment: EXPLANATORY NOTE - This Amendment No. 10 to the statement on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission on March 22, 2024, as amended by Amendment No. 1 filed on November 25, 2024, Amendment No. 2 filed on December 17, 2024, Amendment No. 3 filed on December 26, 2024, Amendment No. 4 filed on January 31, 2025, Amendment No. 5 filed on March 24, 2025, Amendment No. 6 filed on August 25, 2025, Amendment No. 7 filed on September 29, 2025, Amendment No. 8 filed on October 14, 2025 and Amendment No. 9 filed on October 23, 2025 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), which relates to the ordinary shares, par value $0.001 per share (the "Ordinary Shares"), of Vertical Aerospace Ltd., a Cayman islands exempted company incorporated with limited liability (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. All share numbers reported in this Amendment give effect to the Issuer's one-for-ten reverse stock split of its Ordinary Shares effected on September 20, 2024.
Item 2.	Identity and Background
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A
(f)	N/A
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	N/A
Item 5.	Interest in Securities of the Issuer
(a)	N/A
(b)	N/A
(c)	The Reporting Person effected the following transactions through Winterflood Securities Limited: Date Number of Shares Price per Share October 23, 2025 200,000 $4.71 October 24, 2025 200,000 $4.79 October 27, 2025 200,000 $4.68 October 28, 2025 200,000 $4.49 November 4, 2025 200,000 $4.37 November 5, 2025 200,000 $4.27 November 6, 2025 200,000 $4.30 November 7, 2025 200,000 $4.15
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FITZPATRICK STEPHEN JAMES

Signature:	/s/ Stephen James Fitzpatrick
Name/Title:	Stephen James Fitzpatrick
Date:	11/10/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen James Fitzpatrick
Name/Title:	Stephen James Fitzpatrick / Director
Date:	11/10/2025

FAQ

What ownership did Stephen James Fitzpatrick report in EVTL?

He reported 9,890,914 Ordinary Shares, or 9.55% of the class.

How many EVTL shares are tied to warrants in this filing?

Imagination Aero holds warrants exercisable for 5,000,000 shares and also holds 200,000 shares.

What share count was used to calculate the 9.55% stake in EVTL?

The calculation used 103,527,721 shares outstanding, which includes 98,527,721 outstanding after the public offering and 5,000,000 issuable upon warrant exercise.

What did Imagination Aero report about its EVTL holdings?

Imagination Aero reported 5,200,000 shares beneficially owned, representing 5.02%.

What recent EVTL share transactions were disclosed?

Transactions of 200,000 shares on each of October 23, 24, 27, 28, November 4, 5, 6, and 7, 2025, at $4.15–$4.79 per share.

Did the figures reflect any EVTL corporate actions?

Yes. All share numbers reflect a 1‑for‑10 reverse stock split effective September 20, 2024.