Vertical Aerospace Ltd美股招股说明书(2025-01-22版)

TABLE OF CONTENTSThe information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectussupplement and the accompanying prospectus is not an offer to sell these securities and we are not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 22, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus filed on November 9, 2023 as part of registration statement on Form F-3, effective as of November 16,2023) $75,000,000Vertical Aerospace Ltd.Units, with each Unit consisting of:One Ordinary ShareOne-Half of One Tranche A Warrant to Purchase One Ordinary ShareOne-Half of One Tranche B Warrant to Purchase One Ordinary ShareOrdinary Shares Underlying the Tranche A WarrantsOrdinary Shares Underlying the Tranche B Warrants Vertical Aerospace Ltd., which we refer to as “we,” “us,” “our” or the “Company,” is offering units (the “Units”)for an aggregate offering price of $75,000,000, with each Unit consisting of: (i) one ordinary share of the Company, parvalue $0.001 per share (each, an “ordinary share”); (ii) one-half of one Tranche A Warrant to purchase one ordinaryshare (each whole warrant, a “Tranche A Warrant”); and (iii) one-half of one Tranche B Warrant to purchase oneordinary share (each whole warrant, a “Tranche B Warrant” and together with the Tranche A Warrants, the “Warrants”). Each whole Tranche A Warrant entitles the holder thereof to purchase one ordinary share at a price of $perordinary share, subject to adjustment, terms and limitations as described herein (the “Tranche A Warrant Price”). TheTranche A Warrants will be immediately exercisable upon issuance and will expire at 5:00 p.m. New York City time onthe earliest to occur of: (i) the satisfaction of both of the following conditions: (a) we successfully demonstrate a wing-borne flight of our VX4 prototype aircraft, which involves the aircraft (1) taking off as a Conventional Take-Off andLanding (“CTOL”) aircraft, (2) flying to high speed with lift generated by the wing and the tilt propellers facingforward, and (3) landing safely as a CTOL aircraft from such flight (the “Performance Condition”) and (b) the 10-dayvolume weighted average price of the ordinary shares as reported by Bloomberg Financial Markets (“Bloomberg”)commencing on the trading day immediately following the initial public disclosure by means of a press release or Form6-K or equivalent form furnished to the Securities and Exchange Commission (the “SEC”) of the satisfaction of thePerformance Condition (the “Initial Public Disclosure”) is equal to, or greater than, one hundred and three percent(103%) of the Tranche A Warrant Price (the “VWAP Condition”), the 30th calendar day following the date of the InitialPublic Disclosure, and (ii) the five-year anniversary of the initial date of issuance. See also “Description of SecuritiesWe Are Offering.” Each whole Tranche B Warrant entitles the holder thereof to purchase one ordinary share at a price of $perordinary share, subject to adjustment, terms and limitations as described herein (the “Tranche B Warrant Price”). TheTranche B Warrants will be immediately exercisable upon issuance and will expire at 5:00 p.m. New York City time onthe five-year anniversary of the initial date of issuance. See also “Description of Securities We Are Offering.” The ordinary shares, the Tranche A Warrants and the Tranche B Warrants can only be purchased together in thisoffering but will be issued separately and will be immediately separable upon issuance. The Units have no stand-alonerights and will not be certificated or issued as stand-alone securities. Pursuant to the registration statement related to thisprospectus supplement, we are also registering the ordinary shares issuable upon exercise of the Warrants included inthe Units offered hereby. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “EVTL.” OnJanuary 21, 2025, the last reported sales price of our ordinary shares as reported on the NYSE was $9.46 per share.There is no established trading market for the Units, Tranche A Warrants or Tranche B Warrants, and we do not intend to list the Units, the Tranche A Warrants or Tranche B Warrants on any securities exchange or nationally recognizedtrading system. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federalsecurities laws and, as such, may elect to comply with certain reduced public company disclosure and reportingrequirements. We refer you to “Underwriting” for additional information regarding underwriting compensation. The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Warrants. In accordance with the Investment Agreement (as defined herei