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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-298605

PROSPECTUS

Vertical Aerospace Ltd.

Up to 168,169,971 Ordinary Shares Offered by the Selling Securityholder

This prospectus relates to the resale or other disposition, from time to time, of up to 168,169,971 ordinary shares, par value $0.001 per share (the “ordinary shares”) of Vertical Aerospace Ltd. (“we,” “our,” the “Company” or “Vertical”), 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 (the “Selling Securityholder”) or its pledgees, donees, transferees, or other successors in interest, comprising:

(a) up to 63,900,370 additional ordinary shares (the “Step Down Conversion Shares”) that have become issuable by us to Mudrick Capital upon conversion of the 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2030 (the “Convertible Senior Secured Notes”), including upon conversion of the Additional Notes (as defined herein), issued by us to Mudrick Capital from time to time pursuant to Section 2.03 of the Company’s indenture, dated as of December 16, 2021 (as amended, modified or supplemented from time to time, the “Indenture”), with U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee and collateral agent (the “Trustee”) and the other parties thereto, as a result of an amendment to the Indenture (the “Step Down Amendment”) that, among other things, lowered the fixed conversion price applicable to all Convertible Senior Secured Notes issued under the Indenture, including Additional Notes, from $3.50 to $1.30 per ordinary share; and

(b) up to 104,269,601 additional ordinary shares (the “Step Down PIK Shares”) that have, as a result of the accelerated issuance of the Additional Notes and the Step Down Amendment, become issuable upon conversion of Convertible Senior Secured Notes issuable as payment-in-kind interest (“PIK Interest”) payable semi-annually, at our option, on the Convertible Senior Secured Notes, including Additional Notes, through their maturity (the “PIK Interest Notes”).

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 Securityholder. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholder 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 Securityholder. See “Use of Proceeds.”

From the date of this prospectus, the Selling Securityholder, including its 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 it 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. If any third parties are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. Additional information on the Selling Securityholder, and the times and manner in which the Selling Securityholder may offer and sell or otherwise dispose of its ordinary shares under this prospectus, is provided under the sections entitled “Selling Securityholder” and “Plan of Distribution” in this prospectus. The Selling Securityholder may sell any, all or none of the securities offered by this prospectus from time to time, and we do not know when or in what amount the Selling Securityholder may sell the ordinary shares hereunder following the effective date of the registration statement of which this prospectus forms a part. In connection with any sales of securities offered hereunder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

Our ordinary shares are listed on the New York Stock Exchange under the symbol “EVTL.” On September 3, 2026, the last reported closing price of our ordinary shares was $0.60 per share.

We may amend, modify, update or supplement this prospectus from time to time by incorporating by reference any document or filing amendments or supplements as required. You should read this entire prospectus, together with any documents we incorporate by reference, and any amendments or supplements carefully before you make your investment decision.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENT INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 4, 2026.

	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 SECURITYHOLDER					22
	PLAN OF DISTRIBUTION					25
	LEGAL MATTERS					28
	EXPERTS					28
	ENFORCEABILITY OF CIVIL LIABILITIES					29
	EXPENSES					30
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					31
	WHERE YOU CAN FIND MORE INFORMATION					32

Name of Selling Securityholder			Number of Ordinary Shares Beneficially Owned Before the Offering(1)						Percentage of Ordinary Shares Beneficially Owned Immediately Prior to this Registration Statement(2)						Number of Ordinary Shares Being Offered(3)						Number of Ordinary Shares Immediately After the Offering(4)						Percentage of Ordinary Shares Beneficially Owned Immediately After the Offering(5)
AFFILIATES OF MUDRICK CAPITAL MANAGEMENT, L.P.(6)					214,698,010(7)						64.2%						168,169,971(8)						155,446,719						35.1%

Expenses	Amount
SEC registration fee		$	17,882.69
FINRA filing fee			*
Legal and accounting fees and expenses			*
Trustee and transfer agent fees and expenses			*
Miscellaneous costs			*
Total		$	*