Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001193125-24-081594 0001911254 XXXXXXXX LIVE 9 Ordinary Shares, par value $0.001 per share 10/22/2025 false 0001867102 G9471C107 Vertical Aerospace Ltd. Unit 1 Camwal Court Chapel Street Bristol X0 0UW Benjamin Nutbeam 447802659250 Level 4, 9 Pembridge Road, Notting Hill London X0 W11 3JY 0001911254 N FITZPATRICK STEPHEN JAMES PF N X0 6290914.00 5200000.00 6290914.00 5200000.00 11490914.00 N 11.10 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 103,527,721 Ordinary Shares outstanding, which includes (i) 98,527,721 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 September 5, 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 5.02 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 103,527,721 Ordinary Shares outstanding, which includes (i) 98,527,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Issuer's Prospectus Supplement, 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 0UW EXPLANATORY NOTE - This Amendment No. 9 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, Amendment No. 5 filed on March 24, 2025, Amendment No. 6 filed on August 25, 2025, Amendment No. 7 filed on September 29, 2025 and Amendment No. 8 filed on October 14, 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 October 15, 2025 200,000 $5.29 October 16, 2025 200,000 $5.14 October 17, 2025 200,000 $4.79 October 20, 2025 200,000 $4.91 October 21, 2025 200,000 $4.87 October 22, 2025 200,000 $4.65 N/A N/A N/A N/A FITZPATRICK STEPHEN JAMES /s/ Stephen James Fitzpatrick Stephen James Fitzpatrick 10/23/2025 IMAGINATION AERO INVESTMENT LTD. /s/ Stephen James Fitzpatrick Stephen James Fitzpatrick / Director 10/23/2025