UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission
File Number: 001-41169
Vertical Aerospace Ltd.
(Exact Name of Registrant as Specified in Its
Charter)
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On March 30, 2026, Vertical Aerospace Ltd.
(the “Company”) announced the issuance of registered ordinary shares for an aggregate of $50 million, issued under the Company’s
“at the market” share issuance program pursuant to the open market sale agreement, dated September 5, 2025, as amended, between
the Company and Jefferies LLC (the “Capital Raise”).
The
Company intends to use the proceeds received under the Capital Raise to fund its research and development expenses as it continues
to develop its aircraft and its expenditures in the expansion of its testing, manufacturing and certification capacities, as well as
for general working capital and other general corporate purposes.
The Capital Raise was executed following the Company’s
announcement on March 30, 2026 of an agreement in principle among the Company, Mudrick Capital Management, L.P. and Yorkville Advisors
Global, LP in respect of a comprehensive financing package, as reported on the Company’s Form 6-K filed with the Securities and
Exchange Committee on March 30, 2026 (the “Agreement in Principle”).
On March 30, 2026, the Company issued a press
release in relation to the Capital Raise and the Agreement in Principle, a copy of which is furnished as Exhibit 99.1 hereto.
Forward-Looking Statements
This
Report of Foreign Private Issuer on Form 6-K (the “Form 6-K”) contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any express or implied statements contained in this Form 6-K that are not statements
of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the
anticipated benefits and terms of the financing package described herein, the expected timing of execution of definitive documentation,
the Company's anticipated use of proceeds, statements regarding the Company's path to and expected timing of certification milestones
including transition flight of the Valo aircraft, the Company's strategy to access capital in a capital-efficient and minimally dilutive
manner, statements regarding anticipated improvements in the Company's equity valuation, and statements that include the words "expect,"
"intend," "plan," "believe," "project," "forecast," "estimate," "may,"
"should," "anticipate," "will," "aim," "potential," "continue," "are
likely to" and similar statements of a future or forward-looking nature. The term sheet described herein is non-binding, and there
can be no assurance that definitive documentation will be executed on the terms described or at all. Forward-looking statements are neither
promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from
those projected, including, without limitation: negotiation, execution and delivery of definitive documentation for the facilities described
herein upon the terms summarized herein, or at all, our limited operating history without manufactured non-prototype aircraft or completed
eVTOL aircraft customer order; our potential inability to raise additional funds when we need or want them, or at all, to fund our operations;
our potential inability to produce, certify or launch aircraft in the volumes or timelines projected; the potential inability to obtain
the necessary certifications for production and operation within any projected timeline, or at all; our history of losses and the expectation
to incur significant expenses and continuing losses for the foreseeable future; the market for eVTOL aircraft being in a relatively early
stage; any accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components
in our aircraft and for operational needs; and the other important factors discussed under the caption "Risk Factors" in our
Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on March 24, 2026, as such factors
may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this Form 6-K speak only
as of the date hereof and accordingly undue reliance should not be placed on such statements. the Company disclaims any obligation or
undertaking to update or revise any forward-looking statements contained in this Form 6-K, whether as a result of new information, future
events or otherwise, other than to the extent required by applicable law.
INCORPORATION BY REFERENCE
The information included in this Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756,
File No. 333-284763, File No. 333-287207 and File No. 333-292448) (including any prospectuses forming a part of such registration statements)
and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT INDEX
|
Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press release of Vertical Aerospace Ltd. dated March 30, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Vertical Aerospace Ltd. |
| |
|
|
| Date: March 30, 2026 |
By: |
/s/ Stuart Simpson |
| |
|
Stuart Simpson |
| |
|
Chief Executive Officer |
Exhibit 99.1
Vertical Aerospace Assembles Comprehensive
Financing Package of up to $850 million
| · | The company today raised $50 million of common equity and expects to receive a further $30 million over the coming weeks, representing
approximately $160 million of available capital to execute key certification milestones over the remainder of 2026. |
| · | In addition to the equity raise, the new comprehensive financing package agreement in principle provides for access to up to $800
million in additional committed capital, across a range of facilities through 2027 and beyond. |
| · | Existing convertible notes held by Mudrick Capital to be amended to extend maturity from December 2028 to December 2030, ensuring
debt matures after planned 2028 certification and first Valo deliveries to customers; Mudrick also to purchase up to $50 million of new
additional convertible secured notes. |
| · | Financing package structured to give Vertical ability to optimize its facility options to promote capital efficiency and access capital
when and how it chooses. |
BRISTOL, UK; NEW YORK, NY – 30 March 2026: Vertical Aerospace
[NYSE: EVTL] ("Vertical" or "the Company"), a global aerospace and technology company that is pioneering electric
aviation, today announced the signing of an agreement in principle as part of a financing package totaling up to $850 million.
The new comprehensive financing package provides Vertical with access
to a capitalized runway to build upon the Company’s significant operational progress and support its achievement of its strategic
milestones over the next 12 months and beyond. These include completing piloted transition flight, public flight demonstrations of the
current prototype, progressing its hybrid-electric demonstrator, expanding Vertical’s Energy Center, advancing construction of the
aircraft manufacturing facility, and beginning production of the first full-scale Valo certification aircraft.
The Company is now positioned to have approximately $160 million of
working capital in the near term, combining the $50 million of equity capital raised today and $30 million to be drawn under the facilities
immediately on their execution with existing cash on hand and anticipated tax relief and government grants.
Overview of Comprehensive Financing Package
The comprehensive financing package is structured to provide Vertical
with access to capital across multiple instruments. Mudrick Capital Management, L.P. (“Mudrick Capital”) and Yorkville Advisors
Global, LP (“Yorkville”) partnered with the Company to assemble the financing package. It comprises four components:
| · | Equity Capital Issuance – $50 million. The Company today closed the new issuance of ordinary shares, raising $50 million
of immediate working capital. |
| · | Convertible Secured Notes – Maturity Extension and Up to $50 million of New Notes. Mudrick Capital has agreed as part
of the agreement in principle to amend the Company’s existing 10.00% / 12.00% PIK Convertible Secured Notes to extend their maturity
from December 2028 to December 2030 – ensuring debt matures after planned certification in 2028. Mudrick Capital also agreed in
principle to provide a facility under which it would purchase up to $50 million of new additional convertible secured notes subject to
certain conditions, issuable in tranches over 12 months, and on the same terms as the existing notes. |
| · | Series A Convertible Preferred Equity – Up to $250 million. Yorkville has agreed in principle to purchase up to $250
million of Series A Convertible Preferred Shares of the Company, issuable at the Company's option in tranches over 24 months, subject
to certain conditions. The preferred shares are to carry a 0% dividend, and convert at a share price determined at individual tranche
issuance and conversion dates, in the ordinary course. |
| · | Equity Line of Credit — Up to $500 million. Yorkville also has agreed in principle to provide an equity line of credit
of up to $500 million over 36 months, with the ability for the Company to draw on it from time to time subject to customary conditions.
This structure would enable Vertical to raise common equity at progressively higher prices as it achieves key milestones, capturing the
full benefit of valuation appreciation for existing shareholders. |
Pursuant to the agreement in principle, the parties have committed
to use best efforts to execute the definitive documents by April 19, 2026, at which point the full suite of capital facilities would become
available to the Company.
A Path to Certification-Driven Value Creation
This comprehensive financing package enables Vertical’s delivery
of the technical and operational milestones on its strategic road map. Vertical also maintains freedom and flexibility to access other
capital sources outside of the package in the future. By shoring up its balance sheet, the Company believes the market can now focus on
its core product potential and business fundamentals.
"Today marks a new dawn for Vertical Aerospace. We have assembled
a comprehensive, flexible financing package designed to execute our strategic plan, and materially strengthened our ability to build and
certify Valo. We are grateful to Mudrick Capital and Yorkville for their support of our technology, team and mission." - Stuart
Simpson, Chief Executive Officer, Vertical Aerospace
"We have backed Vertical Aerospace since 2021 because we believe
they are building the most technically advanced aircraft in the industry. This financing package is designed to give Vertical ample runway
and the financial foundation it needs to achieve certification, enter commercial service, and realize the substantial value we see in
this business. We are proud to be deepening our commitment at this pivotal stage." - Jason Mudrick, Chief Investment Officer,
Mudrick Capital Management
"Over the past year, we’ve had extensive conversations
with existing and prospective shareholders about what matters most as we move through our next phase: disciplined, milestone-aligned access
to capital. This financing package provides immediate working capital and provides management with flexible tools to access additional
capital in a manner that promotes capital efficiency, as we progress through our certification milestones. We are more excited than ever
about Vertical's prospects." - Dómhnal Slattery, Chairman of the Board, Vertical Aerospace
Agreement in Principle Status
The parties have reached an agreement in principle on the key terms
of the proposed facilities. The agreement in principle is nonbinding and remains subject to the negotiation and execution of definitive
agreements, completion of due diligence and satisfaction of various other conditions. There can be no assurance that the parties will
enter into definitive agreements or that any transaction will be consummated on the terms currently contemplated, or at all.
Any descriptions of the terms of the proposed facilities contained
herein are summaries only, are non-binding and are subject in all respects
to the negotiation, execution and delivery of definitive documentation and the satisfaction of any conditions precedent set forth therein.
Access to the financing will be subject to the definitive agreements and market conditions.
About Vertical Aerospace
Vertical Aerospace is a global aerospace and technology company pioneering
electric aviation. Vertical is creating a safer, cleaner, and quieter way to travel. Valo is a piloted, Electric Vertical Take-Off and
Landing (eVTOL) aircraft, with zero operating emissions, designed to fly up to 100 miles at speeds of up to 150 mph. Vertical is also
developing a hybrid-electric variant, offering increased range and mission flexibility to meet the evolving needs of the advanced air
mobility market.
Vertical combines partnerships with leading aerospace companies, including
Honeywell, Syensqo, Evolito, Isoclima and Aciturri, with its own proprietary battery and propeller technology to develop the world's most
advanced and safest eVTOL. Vertical has c.1,500 pre-orders of Valo, with customers across four continents, including American Airlines,
Avolon, Bristow, GOL and Japan Airlines. Certain customer obligations are expected to be fulfilled via third-party agreements. Headquartered
in Bristol, UK, Vertical's experienced leadership team comes from top-tier aerospace and automotive companies such as Rolls-Royce, Airbus,
GM, and Leonardo. Together, they have previously certified and supported over 30 different civil and military aircraft and propulsion
systems.
Enquiries please contact:
Media: Justin Bates, Head of Communications justin.bates@vertical-aerospace.com
+44 7878 357 463
Investor Relations: Samuel Emden, Head of Investor Affairs samuel.emden@vertical-aerospace.com
+44 7816 459 904
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A
of the Securities Act and Section 21E of the Exchange Act. Any express or implied statements contained in this press release that are
not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding
the anticipated benefits and terms of the financing package described herein, the expected timing of execution of definitive documentation,
the Company's anticipated use of proceeds, statements regarding the Company's path to and expected timing of certification milestones
including transition flight of the Valo aircraft, the Company's strategy to access capital in a capital-efficient and minimally dilutive
manner, statements regarding anticipated improvements in the Company's equity valuation, and statements that include the words "expect,"
"intend," "plan," "believe," "project," "forecast," "estimate," "may,"
"should," "anticipate," "will," "aim," "potential," "continue," "are
likely to" and similar statements of a future or forward-looking nature. The term sheet described herein is non-binding, and there
can be no assurance that definitive documentation will be executed on the terms described or at all. Forward-looking statements are neither
promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from
those projected, including, without limitation: negotiation, execution and delivery of definitive documentation for the facilities described
herein upon the terms summarized herein, or at all, our limited operating history without manufactured non-prototype aircraft or completed
eVTOL aircraft customer order; our potential inability to raise additional funds when we need or want them, or at all, to fund our operations;
our potential inability to produce, certify or launch aircraft in the volumes or timelines projected; the potential inability to obtain
the necessary certifications for production and operation within any projected timeline, or at all; our history of losses and the expectation
to incur significant expenses and continuing losses for the foreseeable future; the market for eVTOL aircraft being in a relatively early
stage; any accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components
in our aircraft and for operational needs; and the other important factors discussed under the caption "Risk Factors" in our
Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on March 24, 2026, as such factors
may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this press release speak
only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking
to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events
or otherwise, other than to the extent required by applicable law.
