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

Rhea-AI Filing Summary

Stephen James FitzpatrickVertical Aerospace Ltd. (EVTL), updating his beneficial ownership. He reports 11,490,914 Ordinary Shares beneficially owned, representing 11.10% of the class. This includes 6,290,914 shares over which he has sole voting and dispositive power, and 5,200,000 shares over which voting and dispositive power is shared through Imagination Aero Investment Ltd.

The shared amount reflects 5,000,000 shares issuable upon exercise of outstanding warrants held by Imagination Aero and 200,000 shares held by Imagination Aero. The percentage is calculated on 103,527,721 shares outstanding, after a one‑for‑ten reverse split on September 20, 2024.

Disclosed transactions through Winterflood Securities Limited were 200,000-share trades on October 15–22, 2025 at prices from $4.65 to $5.29 per share.

Insights

Securities law analyst

Neutral 13D/A update: 11.10% stake with warrant-linked shares.

Stephen James Fitzpatrick reports beneficial ownership of 11,490,914 EVTL Ordinary Shares, or 11.10%. Control rights split between 6,290,914 sole and 5,200,000 shared via Imagination Aero, which includes 5,000,000 shares issuable upon warrant exercise plus 200,000 held.

The percentage uses an outstanding base of 103,527,721 shares following a one-for-ten reverse split. The filing also lists six 200,000‑share transactions on Oct 15–22, 2025 priced between $4.65 and $5.29. Actual market impact depends on holder decisions and warrant exercise mechanics disclosed.

10/23/2025 - 01:47 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

10/22/2025

(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 6,290,914.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 6,290,914.00
10	Shared Dispositive Power 5,200,000.00

11

Aggregate amount beneficially owned by each reporting person

11,490,914.00

12

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

13

Percent of class represented by amount in Row (11)

11.10 %

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 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. 9 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 and Amendment No. 8 filed on October 14, 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 15, 2025 200,000 $5.29 October 16, 2025 200,000 $5.14 October 17, 2025 200,000 $4.79 October 20, 2025 200,000 $4.91 October 21, 2025 200,000 $4.87 October 22, 2025 200,000 $4.65
(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:	10/23/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen James Fitzpatrick
Name/Title:	Stephen James Fitzpatrick / Director
Date:	10/23/2025

FAQ

What stake in EVTL does Stephen James Fitzpatrick report in this Schedule 13D/A?

He reports beneficial ownership of 11,490,914 Ordinary Shares, representing 11.10% of EVTL.

How is the shared ownership for EVTL structured in this filing?

Shared power covers 5,200,000 shares via Imagination Aero, including 5,000,000 issuable upon warrant exercise and 200,000 held.

What are the sole versus shared voting and dispositive powers reported?

Sole voting/dispositive power: 6,290,914 shares. Shared voting/dispositive power: 5,200,000 shares.

What outstanding share count did EVTL ownership percentages reference?

Percentages were calculated using 103,527,721 Ordinary Shares outstanding.

Were recent EVTL share transactions disclosed and at what prices?

Yes. Six 200,000‑share transactions on Oct 15–22, 2025 at $4.65–$5.29 per share were disclosed.

Does the filing mention a reverse split for EVTL?

Yes. It reflects a one‑for‑ten reverse stock split effective September 20, 2024.