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SCHEDULE 13D/A 0001911254 XXXXXXXX LIVE 6 Ordinary Shares, par value $0.001 per share 05/28/2025 false 0001867102 G9471C107 Vertical Aerospace Ltd. Unit 1 Camwal Court Chapel Street Bristol X0 BS2 0UW Benjamin Nutbeam 447802659250 Level 4, 9 Pembridge Road, Notting Hill London X0 W11 3JY 0001911254 N STEPHEN FITZPATRICK PF N X0 10086782.00 5200000.00 10086782.00 5200000.00 15286782.00 N 15.03 IN 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 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 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 July 10, 2025 (the "Prospectus Supplement"), and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants. Y IMAGINATION AERO INVESTMENT LTD. PF N X0 0.00 5200000.00 0.00 5200000.00 5200000.00 N 5.11 CO 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 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Prospectus Supplement, and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants. Ordinary Shares, par value $0.001 per share Vertical Aerospace Ltd. Unit 1 Camwal Court Chapel Street Bristol X0 BS2 0UW EXPLANATORY NOTE - This Amendment No. 6 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 and Amendment No. 5 filed on March 24, 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. N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A The Reporting Person effected the following transactions through Winterflood Securities Limited: Date Number of Shares Price per Share August 25, 2025 30,000 $5.01 August 22, 2025 30,000 $4.85 August 21, 2025 30,000 $4.54 August 20, 2025 30,000 $4.58 August 19, 2025 30,000 $4.94 August 18, 2025 30,000 $5.01 August 15, 2025 30,000 $5.14 August 14, 2025 30,000 $5.21 August 13, 2025 30,000 $5.31 August 12, 2025 30,000 $5.17 August 11, 2025 30,000 $5.34 August 8, 2025 30,000 $5.25 August 7, 2025 30,000 $5.50 August 6, 2025 30,000 $5.85 August 5, 2025 30,000 $5.96 August 4, 2025 30,000 $5.97 August 1, 2025 30,000 $5.77 July 31, 2025 100,000 $6.16 July 30, 2025 100,000 $6.46 July 29, 2025 100,000 $6.51 July 28, 2025 100,000 $6.81 July 25, 2025 100,000 $6.35 July 24, 2025 194,132 $6.33 July 23, 2025 160,000 $6.38 July 22, 2025 250,000 $6.13 July 21, 2025 250,000 $6.88 July 18, 2025 250,000 $6.25 July 17, 2025 100,000 $6.24 July 16, 2025 100,000 $5.09 July 15, 2025 100,000 $4.95 July 14, 2025 100,000 $4.78 July 11, 2025 100,000 $4.86 July 10, 2005 226,091 $5.01 July 9, 2025 333,909 $4.89 June 27, 2025 30,000 $6.19 June 26, 2025 11,466 $5.25 June 25, 2025 30,000 $5.35 June 24, 2025 30,000 $5.29 June 23, 2025 30,000 $5.12 June 20, 2025 60,000 $5.57 June 18, 2025 30,000 $5.85 June 17, 2025 30,000 $5.85 June 16, 2025 78,147 $6.07 June 13, 2025 50,000 $5.57 June 12, 2025 76,445 $5.94 June 11, 2025 57,344 $5.86 June 10, 2025 56,598 $6.05 June 9, 2025 300,000 $6.03 June 6, 2025 50,000 $5.01 June 5, 2025 50,000 $4.99 June 4, 2025 20,000 $4.82 June 3, 2025 20,000 $5.12 June 2, 2025 20,000 $5.07 May 30, 2025 30,000 $5.10 May 29, 2025 30,000 $5.78 May 28, 2025 100,000 $6.03 May 27, 2025 70,000 $6.06 May 23, 2025 20,000 $5.24 May 22, 2025 13,788 $4.97 May 21, 2025 20,000 $5.32 May 20, 2025 20,000 $5.19 May 19, 2025 20,000 $5.41 May 16, 2025 40,000 $5.54 May 15, 2025 40,000 $5.10 May 14, 2025 40,000 $4.99 May 13, 2025 28,819 $4.88 May 12, 2025 36,140 $4.77 May 9, 2025 40,000 $4.20 May 8, 2025 40,000 $4.12 May 7, 2025 40,000 $4.03 May 6, 2025 40,000 $4.08 May 5, 2025 40,000 $4.18 May 2, 2025 25,000 $3.88 April 30, 2025 16,253 $3.60 April 15, 2025 26,009 $3.45 April 14, 2025 20,000 $3.43 April 10, 2025 20,000 $3.18 April 9, 2025 20,000 $2.97 April 8, 2025 20,000 $3.00 April 7, 2025 20,000 $2.91 April 4, 2025 20,000 $2.91 April 3, 2025 20,000 $3.25 April 2, 2025 10,000 $3.38 April 1, 2025 10,000 $3.30 March 31, 2025 10,000 $3.33 March 28, 2025 10,000 $3.49 March 27, 2025 10,000 $3.59 March 26, 2025 10,000 $3.78 March 25, 2025 10,000 $3.98 March 24, 2025 10,000 $4.30 N/A N/A N/A N/A STEPHEN FITZPATRICK /s/ Stephen Fitzpatrick Stephen Fitzpatrick 08/25/2025 IMAGINATION AERO INVESTMENT LTD. /s/ Stephen Fitzpatrick Stephen Fitzpatrick Director 08/25/2025