| 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 on behalf of the following (each a "Reporting Person" and collectively, the "Reporting Persons"):
American Airlines Group Inc.
American Airlines, Inc. |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 1 Skyview Drive, Fort Worth, Texas 76155. |
| (c) | Citizenship:
Each of the Reporting Persons is organized in the State of Delaware. |
| (d) | Title of class of securities:
Ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G9471C107 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Shares of the Issuer as of the date hereof based upon 84,552,721 Shares outstanding on January 24, 2025 according to the Issuer's prospectus supplement filed pursuant to Rule 424(b)(5) on January 23, 2025.
American Airlines, Inc. is the record holder of 1,125,000 Shares. American Airlines, Inc. is a wholly owned subsidiary of American Airlines Group Inc. As a result, American Airlines Group Inc. may be deemed to share beneficial ownership of the Shares held of record by American Airlines, Inc. American Airlines Group Inc. is a publicly traded company with common stock listed on the Nasdaq Global Select Market. |
| (b) | Percent of class:
American Airlines Group Inc.: 1.3%
American Airlines, Inc.: 1.3% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
American Airlines Group Inc.: 0
American Airlines, Inc.: 0
|
| | (ii) Shared power to vote or to direct the vote:
American Airlines Group Inc.: 1,125,000
American Airlines, Inc.: 1,125,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
American Airlines Group Inc.: 0
American Airlines, Inc.: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
American Airlines Group Inc.: 1,125,000
American Airlines, Inc.: 1,125,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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