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

Rhea-AI Filing Summary

Amendment No. 6 to Schedule 13D updates beneficial ownership disclosures for Vertical Aerospace Ltd. (Ordinary Shares). Stephen Fitzpatrick reports beneficial ownership of 15,286,782 Ordinary Shares, representing 15.03% of the class on a fully-diluted basis that counts 5,000,000 shares issuable upon exercise of warrants. Imagination Aero Investment Ltd., of which Mr. Fitzpatrick is sole managing member, is reported as beneficial owner of 5,200,000 shares (5.11%), which reflects 5,000,000 shares issuable upon exercise of warrants plus 200,000 shares held.

The filing gives effect to the issuer's one-for-ten reverse stock split on September 20, 2024 and references a public offering that increased outstanding shares to 96,677,721 before counting the 5,000,000 warrant shares. The amendment also lists detailed open-market transactions executed through Winterflood Securities Limited between March and August 2025, showing numerous block trades and prices for shares purchased or sold by the reporting person. No new purposes, contracts or legal proceedings are disclosed in this amendment.

Positive

• Transparency on beneficial ownership: The amendment clearly reports aggregate holdings (15,286,782 shares; 15.03%) and explains the inclusion of warrant shares in the calculation.
• Detailed transaction record: The filing provides extensive, dated trade-level data via Winterflood Securities Limited, enhancing traceability of recent market activity.

Negative

• No stated purpose or intention: Item 4 remains N/A, so the filing does not disclose any strategic plans tied to the ownership stake.
• Significant dilution potential: Inclusion of 5,000,000 warrant-issuable shares materially impacts percentage ownership calculations and could affect future control metrics.

Insights

Securities Analyst

TL;DR: Founder-affiliated parties hold a meaningful 15.03% stake including warrant exposure; extensive open-market trading disclosed.

The amendment clarifies that Stephen Fitzpatrick controls a combined stake through direct holdings and through Imagination Aero, with warrants accounting for material dilution (5,000,000 shares). The disclosure is precise about the basis for the percentage calculation and notes the post-offering share count and reverse split. The lengthy list of transactions executed via Winterflood Securities Limited between March and August 2025 provides granular pricing and volume data that may inform trading liquidity and insider activity analysis. No additional strategic purpose or new arrangements are stated, limiting interpretive conclusions to ownership and transaction activity.

Corporate Governance Expert

TL;DR: Reporting improves transparency on control and dilution but does not disclose strategic intentions.

The filing discloses beneficial ownership, shared voting/dispositive power via Imagination Aero, and the mechanics behind the percentage calculation (including the reverse split and recent offering). This is important for governance clarity because it establishes Mr. Fitzpatrick's aggregated influence on the company. The amendment does not, however, attach any new agreements, intentions to change board composition, or other governance arrangements, and it states no legal proceedings or contracts related to these holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

05/28/2025

(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

STEPHEN FITZPATRICK

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 10,086,782.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 10,086,782.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

15,286,782.00

12

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

13

Percent of class represented by amount in Row (11)

15.03 %

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 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 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 July 10, 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)

5.11 %

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 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the 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 , BS2 0UW.
Item 1 Comment: EXPLANATORY NOTE - This Amendment No. 6 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 and Amendment No. 5 filed on March 24, 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 August 25, 2025 30,000 $5.01 August 22, 2025 30,000 $4.85 August 21, 2025 30,000 $4.54 August 20, 2025 30,000 $4.58 August 19, 2025 30,000 $4.94 August 18, 2025 30,000 $5.01 August 15, 2025 30,000 $5.14 August 14, 2025 30,000 $5.21 August 13, 2025 30,000 $5.31 August 12, 2025 30,000 $5.17 August 11, 2025 30,000 $5.34 August 8, 2025 30,000 $5.25 August 7, 2025 30,000 $5.50 August 6, 2025 30,000 $5.85 August 5, 2025 30,000 $5.96 August 4, 2025 30,000 $5.97 August 1, 2025 30,000 $5.77 July 31, 2025 100,000 $6.16 July 30, 2025 100,000 $6.46 July 29, 2025 100,000 $6.51 July 28, 2025 100,000 $6.81 July 25, 2025 100,000 $6.35 July 24, 2025 194,132 $6.33 July 23, 2025 160,000 $6.38 July 22, 2025 250,000 $6.13 July 21, 2025 250,000 $6.88 July 18, 2025 250,000 $6.25 July 17, 2025 100,000 $6.24 July 16, 2025 100,000 $5.09 July 15, 2025 100,000 $4.95 July 14, 2025 100,000 $4.78 July 11, 2025 100,000 $4.86 July 10, 2005 226,091 $5.01 July 9, 2025 333,909 $4.89 June 27, 2025 30,000 $6.19 June 26, 2025 11,466 $5.25 June 25, 2025 30,000 $5.35 June 24, 2025 30,000 $5.29 June 23, 2025 30,000 $5.12 June 20, 2025 60,000 $5.57 June 18, 2025 30,000 $5.85 June 17, 2025 30,000 $5.85 June 16, 2025 78,147 $6.07 June 13, 2025 50,000 $5.57 June 12, 2025 76,445 $5.94 June 11, 2025 57,344 $5.86 June 10, 2025 56,598 $6.05 June 9, 2025 300,000 $6.03 June 6, 2025 50,000 $5.01 June 5, 2025 50,000 $4.99 June 4, 2025 20,000 $4.82 June 3, 2025 20,000 $5.12 June 2, 2025 20,000 $5.07 May 30, 2025 30,000 $5.10 May 29, 2025 30,000 $5.78 May 28, 2025 100,000 $6.03 May 27, 2025 70,000 $6.06 May 23, 2025 20,000 $5.24 May 22, 2025 13,788 $4.97 May 21, 2025 20,000 $5.32 May 20, 2025 20,000 $5.19 May 19, 2025 20,000 $5.41 May 16, 2025 40,000 $5.54 May 15, 2025 40,000 $5.10 May 14, 2025 40,000 $4.99 May 13, 2025 28,819 $4.88 May 12, 2025 36,140 $4.77 May 9, 2025 40,000 $4.20 May 8, 2025 40,000 $4.12 May 7, 2025 40,000 $4.03 May 6, 2025 40,000 $4.08 May 5, 2025 40,000 $4.18 May 2, 2025 25,000 $3.88 April 30, 2025 16,253 $3.60 April 15, 2025 26,009 $3.45 April 14, 2025 20,000 $3.43 April 10, 2025 20,000 $3.18 April 9, 2025 20,000 $2.97 April 8, 2025 20,000 $3.00 April 7, 2025 20,000 $2.91 April 4, 2025 20,000 $2.91 April 3, 2025 20,000 $3.25 April 2, 2025 10,000 $3.38 April 1, 2025 10,000 $3.30 March 31, 2025 10,000 $3.33 March 28, 2025 10,000 $3.49 March 27, 2025 10,000 $3.59 March 26, 2025 10,000 $3.78 March 25, 2025 10,000 $3.98 March 24, 2025 10,000 $4.30
(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.

STEPHEN FITZPATRICK

Signature:	/s/ Stephen Fitzpatrick
Name/Title:	Stephen Fitzpatrick
Date:	08/25/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen Fitzpatrick
Name/Title:	Stephen Fitzpatrick Director
Date:	08/25/2025

FAQ

How many Vertical Aerospace (EVTL) shares does Stephen Fitzpatrick beneficially own?

The filing reports Stephen Fitzpatrick beneficially owns 15,286,782 Ordinary Shares, representing 15.03% of the class on the stated fully-diluted basis.

What stake does Imagination Aero Investment Ltd. hold in EVTL?

Imagination Aero is reported as beneficial owner of 5,200,000 Ordinary Shares, equal to 5.11% of the class, which includes 5,000,000 shares issuable upon exercise of warrants and 200,000 held shares.

Does the amendment disclose why these shares are held or any plans for the stake?

No. Item 4 (Purpose of Transaction) is marked N/A and the amendment does not state any strategic intentions or plans related to the holdings.

Were there recent trades by the reporting person disclosed?

Yes. The amendment lists numerous transactions executed through Winterflood Securities Limited between March 24, 2025 and August 25, 2025, with specific dates, quantities and prices.

Did the filing reflect any corporate actions affecting share counts?

Yes. The disclosure gives effect to a one-for-ten reverse stock split effective September 20, 2024 and references a public offering that increased outstanding shares to 96,677,721 before counting warrant shares.