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For Vertical Aerospace Ltd., Adage Capital Management, L.P., Robert Atchinson and Phillip Gross each reported beneficial ownership of 9,000,000 ordinary shares, or 5.21% of the class. The statement identifies September 30, 2026 as the event date; the matching reports reflect overlapping attribution, not three separate blocks of shares.
Adage Capital Management is identified as investment manager of Adage Capital Partners, while Atchinson and Gross are managing members of related Adage entities. Each reported shared voting and dispositive power over 9,000,000 shares and zero sole voting and dispositive power. The 5.21% calculation uses 168,640,928 ordinary shares outstanding as of August 18, 2026 and assumes exercise of warrants; the reported ownership includes shares issuable upon exercise.
Key Figures
Reported beneficial ownership:9,000,000 ordinary sharesPercentage of class:5.21%Shares issuable upon warrant exercise:4,000,000 ordinary shares+1 more
4 metrics
Reported beneficial ownership9,000,000 ordinary sharesEach of the three reporting persons reported this amount; the reports reflect overlapping attribution.
Percentage of class5.21%Calculated using shares outstanding as of August 18, 2026 and assuming exercise of warrants.
Shares issuable upon warrant exercise4,000,000 ordinary sharesIncluded in the reported beneficial ownership.
Ordinary shares outstanding168,640,928 sharesAs of August 18, 2026.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerregulatory
"Shared Voting Power 9,000,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 9,000,000.00"
warrantsfinancial
"Ordinary Shares issuable upon exercise of warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many EVTL shares did Adage Capital Management, Robert Atchinson and Phillip Gross report?
Each reported beneficial ownership of 9,000,000 ordinary shares, equal to 5.21% of the class. The reports show shared voting and dispositive power over the shares and reflect overlapping attribution.
How many of the reported EVTL shares were issuable under warrants?
The reported 9,000,000-share amount includes 4,000,000 ordinary shares issuable upon exercise of warrants. The ownership percentage was calculated using 168,640,928 ordinary shares outstanding as of August 18, 2026 and assumes exercise of the warrants.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vertical Aerospace Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G9471C206
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9471C206
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 4,000,000 Ordinary Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP Number(s):
G9471C206
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 4,000,000 Ordinary Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP Number(s):
G9471C206
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.21 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 4,000,000 Ordinary Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vertical Aerospace Ltd.
(b)
Address of issuer's principal executive offices:
Unit 1 Camwal Court, Chapel Street, Bristol BS2 0UW, United Kingdom
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the ordinary shares, par value $0.001 per share ("Ordinary Shares") of Vertical Aerospace Ltd., a Cayman Islands exempted company (the "Company"), and the Ordinary Shares issuable upon exercise of warrants directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Ordinary Shares and the Ordinary Shares issuable upon exercise of warrants directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Ordinary Shares and the Ordinary Shares issuable upon exercise of warrants directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Ordinary Shares, par value $0.001 per share
(e)
CUSIP Number(s):
G9471C206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 168,640,928 Ordinary Shares outstanding as of August 18, 2026, as reported in the Company's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on September 11, 2026, and assumes the exercise of the warrants held by ACP.
(b)
Percent of class:
5.21%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2(a) and Item 3.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
