Fitzpatrick/Imagination Aero Disclose 13.7% EVTL Position and Recent Share Purchases

Rhea-AI Filing Summary

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.

Positive

• Reported 13.71% aggregate ownership provides clear, material disclosure of a substantial stake in EVTL
• Disclosure of warrant exposure (5,000,000 shares) clarifies potential future share issuance and dilution
• Detailed transaction history lists 1,095,868 shares purchased with dates and prices, improving transparency

Negative

• Item 4 (purpose of transaction) is marked N/A, so no stated intent or strategic plan is disclosed

Insights

Financial Analyst

TL;DR: A material 13.7% stake including warrant exposure and recent purchases could affect supply and signaling to the market.

The filing documents a meaningful equity position—14.19 million shares or 13.71%—including 5.0 million shares issuable on warrant exercise, which creates potential future dilution if exercised. The reported open-market purchases of 1,095,868 shares over a month-long span at prices from $4.46 to $5.98 indicate active accumulation. While the amendment does not state a definitive purpose for the holdings, the size and the listed purchases are material and warrant investor attention for potential strategic intentions or future actions.

Corporate Governance Expert

TL;DR: Beneficial ownership above 5% triggers governance visibility; absence of a stated purpose limits clarity on intentions.

The disclosure confirms a >5% beneficial ownership by Imagination Aero (5.02%) and a combined ~13.7% position under Fitzpatrick, which obligates clear reporting and enhances the reporting parties' visibility in corporate governance matters. Notably, Item 4 is marked N/A, so the filing does not disclose whether the position is passive, strategic, or intended to influence the issuer. That omission reduces transparency about possible voting or control plans.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

09/26/2025

(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 8,990,914.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 8,990,914.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

14,190,914.00

12

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

13

Percent of class represented by amount in Row (11)

13.71 %

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 , BS2 0UW.
Item 1 Comment: EXPLANATORY NOTE - This Amendment No. 7 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 and Amendment No. 6 filed on August 25, 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 26, 2025 30,000 $5.17 August 27, 2025 30,000 $4.96 August 28, 2025 30,000 $5.06 August 29, 2025 30,000 $4.95 September 2, 2025 100,000 $4.79 September 3, 2025 100,000 $4.73 September 4, 2025 100,000 $4.50 September 5, 2025 100,000 $4.50 September 8, 2025 100,000 $4.46 September 9, 2025 100,000 $4.64 September 10, 2025 75,868 $4.87 September 24, 2025 100,000 $5.98 September 25, 2025 100,000 $5.55 September 26, 2025 100,000 $5.47
(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:	09/29/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen James Fitzpatrick
Name/Title:	Stephen James Fitzpatrick / Director
Date:	09/29/2025

FAQ

How many shares of EVTL does Stephen Fitzpatrick report owning?

The filing reports Stephen Fitzpatrick beneficially owns 14,190,914 Ordinary Shares, representing 13.71% of the class on the filing's basis.

What portion of the stake is held by Imagination Aero Investment Ltd. (EVTL)?

Imagination Aero reports beneficial ownership of 5,200,000 Ordinary Shares, equal to 5.02% of the class, including warrants exercisable into 5,000,000 shares and 200,000 shares held outright.

Did the filing disclose recent purchases of EVTL shares?

Yes. The filing lists open-market purchases totaling 1,095,868 shares executed through Winterflood Securities Limited between August 26 and September 26, 2025, at prices from approximately $4.46 to $5.98 per share.

Does the amendment state the purpose of the holdings or any plans?

No. Item 4 is marked N/A, and the amendment does not disclose any specific purpose, plans, or arrangements regarding the securities.

Were any contracts, proceedings, or exhibits filed with this amendment?

No. Item 6 and Item 7 are marked N/A and the amendment indicates no additional contracts, arrangements, or exhibits were filed.