Vertical Aerospace Ltd SEC Filings

Saba Capital Management and related parties have disclosed a significant stake in Vertical Aerospace Ltd. The filing reports beneficial ownership of 8,263,857 common shares and warrants, representing 6.77% of the outstanding class, based on 122,126,286 securities outstanding. This total includes 4,097,857 ordinary shares and warrants exercisable for 2,083,000 ordinary shares under Tranche A Public Warrants and 2,083,000 ordinary shares under Tranche B Public Warrants. The securities are held for investment purposes and, according to the certification, are not held to change or influence control of Vertical Aerospace.

Vertical Aerospace Ltd. reported that, as of December 31, 2025, it held cash and cash equivalents of approximately £69 million (about $93 million). This figure gives investors a snapshot of the company’s liquidity at year-end, showing how much cash it has available to fund operations and ongoing projects.

The company classifies this number as preliminary financial data based on information available to management and on various assumptions. The external auditor, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled, or performed agreed-upon procedures on this preliminary figure and therefore provides no assurance on it. The information in this report is also incorporated by reference into Vertical Aerospace’s existing Form F-3 registration statements.

Vertical Aerospace Ltd. has unveiled Valo, a zero operating emission electric vertical take-off and landing (eVTOL) aircraft it plans to design, manufacture and commercialize for the advanced air mobility market. Valo is described as the successor to the company’s VX4 prototype, with a more advanced design informed by data and findings from its piloted test program.

The company states that all previously disclosed development, certification and commercialization targets, goals and objectives that referred to the VX4 will now be understood to refer to Valo. The report also includes standard cautionary language that these plans and timelines are forward-looking and subject to risks described in its prior SEC filings, and it incorporates this information by reference into Vertical’s existing Form F-3 registration statements.

Vertical Aerospace Ltd. reports that it has entered into a long-term development and supply partnership with Syensqo, a global advanced materials company, for its VX4 electric and hybrid-electric vertical take-off and landing aircraft. Through its subsidiary, Vertical Aerospace Group Limited, the company signed a Long-Term Development and Supply Agreement under which Syensqo’s composite and adhesive materials will be integrated across the entire VX4 structure, including the wing, empennage, pylons and fuselage, for both pre-production and, subject to certification, future certified aircraft.

The agreement will become irrevocable on December 26, 2025, supporting the design and manufacture of the VX4 as the program progresses toward certification and entry into service. The filing also notes that the VX4 airframe itself will be manufactured by Aciturri, a leading aerostructures supplier. The information in this report (excluding the press release attached as Exhibit 99.1) is incorporated by reference into the company’s existing Form F-3 shelf registration statements.

Vertical Aerospace Ltd. reports that 16 members of its Board of Directors and senior leadership team have been buying the company’s ordinary shares in the open market since November 11, 2025, in a personal capacity. Taken together with similar purchases disclosed in May 2025, these insiders have increased their aggregate shareholdings by approximately 50% since May.

The company’s majority shareholder, Mudrick Capital Management, LP, has also increased its position by 350,000 shares through open‑market purchases since November 24, 2025. In contrast, Stephen Fitzpatrick’s directly held stake has fallen to less than 0.4% of ordinary shares as of late November 2025, down from about 15% on January 1, 2025. The 6‑K also incorporates this information into several existing Form F‑3 registration statements.

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.

Vertical Aerospace (EVTL): Schedule 13D/A Amendment No. 10 filed by Stephen James Fitzpatrick reports beneficial ownership of 9,890,914 Ordinary Shares, representing 9.55% of the class.

The position includes 5,000,000 shares issuable upon exercise of warrants held by Imagination Aero Investment Ltd. and 200,000 shares held by Imagination Aero. Fitzpatrick reports 4,690,914 shares with sole voting and dispositive power and 5,200,000 shares with shared voting and dispositive power. The percentage is calculated on 103,527,721 shares outstanding, including 98,527,721 outstanding after the issuer’s public offering described in the Prospectus Supplement filed September 5, 2025, and the 5,000,000 shares issuable upon warrant exercise. All figures reflect the issuer’s 1‑for‑10 reverse stock split effective September 20, 2024.

Reported transactions through Winterflood Securities Limited include 200,000 shares on each of October 23, 24, 27, 28, November 4, 5, 6, and 7, 2025, at prices from $4.15 to $4.79 per share.

Vertical Aerospace Ltd. (EVTL) furnished a Form 6-K announcing third‑quarter updates and the filing of its unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025, along with related notes.

The filing includes Exhibits 99.1–99.4, covering a press release, operating and financial review, financial statements, and capitalization & indebtedness as at September 30, 2025. These exhibits are incorporated by reference into the Company’s Form F‑3 registration statements (File Nos. 333‑270756, 333‑284763, 333‑287207).

Vertical Aerospace Ltd. (EVTL) filed an amended Form 6-K to restate its September 17, 2025 update, adding a basis-of-preparation disclaimer for financial goals and capital needs, an auditor notification, and clarifications. The company provided program milestones, manufacturing plans, and an estimate of additional funding required to reach certification of its all‑electric VX4 in 2028.

As of November 4, 2025, Vertical reports approximately 1,500 VX4 pre-orders; these are not legally binding and may be terminated without penalty. The company continues its piloted flight test campaign with the CAA, targeting piloted transition flight testing by end 2025 and hybrid‑electric variant flight testing in 2026.

Vertical plans a modular, kit-assembly manufacturing model. Initial low-rate production at an expanded Cotswold Airport site is expected to support greater than 25 VX4 aircraft annually, with total airport footprint targeted at about 130,000 sq ft. Battery capacity expansion adds about 30,000 sq ft under a 15‑year lease, bringing that site to roughly 45,000 sq ft. Management currently estimates an additional $700 million will be required to fund operations, NRCs, capex, hybrid powertrain development up to an assumed customer-funded contract, and contingency. PwC has not audited or reviewed this prospective information.