EVTL Schedule 13D/A shows Fitzpatrick holding 8.49M shares

Rhea-AI Filing Summary

Stephen James Fitzpatrick filed Amendment No. 11 to Schedule 13D reporting beneficial ownership of 8,490,914 Ordinary Shares of Vertical Aerospace Ltd., representing 8.10% of the class. This total includes 3,290,914 Ordinary Shares over which he has sole voting and dispositive power and 5,200,000 Ordinary Shares over which he shares voting and dispositive power through Imagination Aero Investment Ltd. Imagination Aero’s position consists of 5,000,000 shares issuable upon exercise of warrants and 200,000 shares already held.

The ownership percentage is calculated against 104,787,293 Ordinary Shares, which includes 99,787,293 shares outstanding as of September 30, 2025 plus the 5,000,000 warrant shares. The filing also discloses a series of open-market purchases between November 10 and November 18, 2025, with Fitzpatrick buying 200,000 shares per day on seven trading days at prices between $3.97 and $4.30 per share through Winterflood Securities Limited.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

11/17/2025

(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 3,290,914.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 3,290,914.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

8,490,914.00

12

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

13

Percent of class represented by amount in Row (11)

8.10 %

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 104,787,293 Ordinary Shares outstanding, which includes (i) 99,787,293 Ordinary Shares outstanding as of September 30, 2025, as reported in Exhibit 99.3 to the Issuer's Form 6-K filed with the SEC on November 4, 2025 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)

4.96 %

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 104,787,293 Ordinary Shares outstanding, which includes (i) 99,787,293 Ordinary Shares outstanding as of September 30, 2025, as reported in Exhibit 99.3 to the Issuer's Form 6-K filed with the SEC on November 4, 2025 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. 11 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, Amendment No. 9 filed on October 23, 2025 and Amendment No. 10 filed on November 10, 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)	The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment are incorporated herein by reference. As of the close of business on November 18, 2025, the Reporting Persons are the beneficial owners of 8,490,914 Ordinary Shares. The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the Ordinary Shares beneficially owned by the Reporting Persons as of the close of business on November 18, 2025 by (ii) 104,787,293 Ordinary Shares issued and outstanding as of September 30, 2025. To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b)	Refer to Item 5(a).
(c)	The Reporting Person effected the following transactions through Winterflood Securities Limited: Date Number of Shares Price per Share November 10, 2025 200,000 $4.30 November 11, 2025 200,000 $4.27 November 12, 2025 200,000 $4.27 November 13, 2025 200,000 $4.13 November 14, 2025 200,000 $4.12 November 17, 2025 200,000 $3.97 November 18, 2025 200,000 $3.97
(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:	11/19/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen James Fitzpatrick
Name/Title:	Stephen James Fitzpatrick / Director
Date:	11/19/2025

FAQ

What ownership stake in EVTL does Stephen James Fitzpatrick report in this Schedule 13D/A Amendment No. 11?

The filing reports that Stephen James Fitzpatrick beneficially owns 8,490,914 Ordinary Shares of Vertical Aerospace Ltd. (EVTL), representing 8.10% of the outstanding Ordinary Shares.

How many Vertical Aerospace (EVTL) shares are held through Imagination Aero Investment Ltd.?

Imagination Aero Investment Ltd. is reported to beneficially own 5,200,000 Ordinary Shares, made up of 5,000,000 shares issuable upon exercise of outstanding warrants and 200,000 Ordinary Shares currently held.

How is the 8.10% ownership percentage for EVTL calculated in the filing?

The 8.10% figure is based on 104,787,293 Ordinary Shares, which includes 99,787,293 shares outstanding as of September 30, 2025 plus 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the warrants.

What recent EVTL share transactions does the Schedule 13D/A disclose?

The filing lists seven open-market purchases through Winterflood Securities Limited from November 10 to November 18, 2025, each for 200,000 Ordinary Shares, at prices between $3.97 and $4.30 per share.

What are Stephen James Fitzpatrick’s sole and shared voting powers over EVTL shares?

Fitzpatrick reports sole voting and dispositive power over 3,290,914 Ordinary Shares and shared voting and dispositive power over 5,200,000 Ordinary Shares held through Imagination Aero Investment Ltd.

Does the EVTL ownership disclosure reflect the company’s reverse stock split?

Yes. The filing states that all share numbers give effect to Vertical Aerospace Ltd.’s one-for-ten reverse stock split of its Ordinary Shares that was effected on September 20, 2024.

What is the relationship between Stephen James Fitzpatrick and Imagination Aero Investment Ltd. in this EVTL filing?

The filing states that Stephen Fitzpatrick is the sole managing member and beneficial owner of Imagination Aero Investment Ltd., and therefore is deemed to beneficially own the EVTL shares held or issuable to Imagination Aero.