tm2614668-3_424b3 - none

424B3 1 tm2614668-3_424b3.htm 424B3 tm2614668-3_424b3 - none - 3.316081s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295988

PROSPECTUS

Vertical Aerospace Ltd.

Up to 64,432,326 Ordinary Shares Offered by Selling Securityholders

This prospectus relates to the resale or other disposition, from time to time, of up to 64,432,326 ordinary shares, par value $0.001 per share (the “ordinary shares”) of Vertical Aerospace Ltd. (“we,” “our,” the “Company” or “Vertical”), by the selling securityholders identified in this prospectus (the “Selling Securityholders”) or their pledgees, donees, transferees, or other successors in interest, which include:

(i)

up to 25,000,000 ordinary shares (the “ELOC Shares”) by YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), that are issuable by us to Yorkville from time to time pursuant to a standby equity purchase agreement, dated as of April 20, 2026, by and between us and Yorkville (the “SEPA”) establishing an equity line of credit (the “ELOC Facility”); and

(ii)

up to 39,432,326 ordinary shares (the “Mudrick Capital Resale Shares”) by Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates (“Mudrick Capital”) or its affiliates, comprising (a) up to 14,285,714 of the ordinary shares (the “Additional Notes Conversion Shares”) that are issuable by us upon conversion of up to $50,000,000 in aggregate principal amount of additional convertible senior secured notes issuable by us to Mudrick Capital pursuant to a convertible note purchase agreement dated April 20, 2026 (the “Additional Notes”), which Additional Notes are to be issued under the indenture, dated December 16, 2021, between the Company and U.S. Bank Trust Company, National Association, acting as trustee and collateral agent (the “Trustee”) (as amended, modified or supplemented from time to time, the “Indenture”), (b) up to 9,584,666 ordinary shares issuable as payment-in-kind interest (“PIK Interest”) payable semi-annually, at our option, under the Additional Notes through their maturity (the “Additional Notes PIK Shares”) and (c) up to 15,561,946 ordinary shares issuable as additional PIK Interest payable semi-annually at our option, with respect to the currently outstanding Convertible Senior Secured Notes (as defined below) (the “Existing Notes”) for the period from December 15, 2028, the previous maturity date of the Existing Notes prior to the extension of the maturity date under the Third Supplemental Indenture (as defined below), to December 15, 2030, the new maturity date under the Third Supplemental Indenture (the “Existing Notes Additional PIK Shares”).

This prospectus also covers any additional securities that may become issuable by reason of share subdivisions, share dividends or other similar transactions.

The securities covered by this prospectus include those pursuant to registration rights granted to the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the securities nor does it require us to issue any ordinary shares. We will not receive any of the proceeds from the sale of the ordinary shares by the Selling Securityholders. See “Use of Proceeds.”

The Selling Securityholders, including their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may from time to time offer and sell some or all of the securities held by them that are covered by this prospectus on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, as described in more detail in this prospectus. Additional information on the Selling Securityholders, and the times and manner in which the

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					3
	OUR COMPANY					5
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION					9
	SELLING SECURITYHOLDERS					21
	PLAN OF DISTRIBUTION					23
	LEGAL MATTERS					26
	EXPERTS					26
	ENFORCEABILITY OF CIVIL LIABILITIES					27
	EXPENSES					28
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					29
	WHERE YOU CAN FIND MORE INFORMATION					30

Name of Selling Securityholders	Number of Ordinary Shares Beneficially Owned prior to Offering		Number of Ordinary Shares Being Offered(1)		Number of Ordinary Shares After Offering		Percentage of Ordinary Shares Beneficially Owned Before Offering(2)
YA II PN, LTD.(3)		4,367,610(4)		25,000,000		4,367,610		2.3%
AFFILIATES OF MUDRICK CAPITAL MANAGEMENT L.P.(5)		101,021,846(6)		39,432,326(7)		101,021,846		52.7%

Expenses	Amount
SEC registration fee		$	22,512.20
FINRA filing fee			*
Legal and accounting fees and expenses			*
Trustee and transfer agent fees and expenses			*
Miscellaneous costs			*
Total		$	*

SEC Form 424B3 filed by Vertical Aerospace Ltd.