Vertical Aerospace Ltd 2025年年度报告和过渡报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ TABLE OFCONTENTS ABOUT THIS ANNUAL REPORTPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATIONA. [Reserved]B. Capitalization and IndebtednessC. Reasons for the Offer and Use of ProceedsD. Risk FactorsITEM 4. INFORMATION ON THE COMPANY.A. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plants and EquipmentITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and Development, Patents and Licenses, etc.D. Trend InformationE. Critical Accounting EstimatesITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Senior ManagementB. CompensationExecutive Officer and Board Member CompensationC. Board PracticesD. EmployeesE. Share OwnershipF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major ShareholdersB. Related Party TransactionsC. Interests of Experts and CounselITEM 8. FINANCIAL INFORMATIONA. Consolidated Statements and Other Financial InformationB. Significant ChangesITEM 9. THE OFFER AND LISTINGA. Offer and Listing DetailsB. Plan of DistributionC. MarketsD. Selling ShareholdersE. DilutionF. Expenses of the IssueITEM 10. ADDITIONAL INFORMATIONA. Share CapitalB. Memorandum and Articles of AssociationC. Material ContractsD. Exchange ControlsE. TaxationF. Dividends and Paying AgentsG. Statement by ExpertsH. Documents on DisplayI. Subsidiary InformationJ. Annual Report to Security HoldersITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 188888 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES118PART II118ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES118ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS118ITEM 15. CONTROLS AND PROCEDURES119ITEM 16. [RESERVED]121ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT121ITEM 16B. CODE OF ETHICS121ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES121ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES122ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS122ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT122ITEM 16G. CORPORATE GOVERNANCE122ITEM 16H. MINE SAFETY DISCLOSURE123ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS123ITEM 16J. INSIDER TRADING POLICIES123ITEM 16K. CYBERSECURITY123PART III124ITEM 17. FINANCIAL STATEMENTS124ITEM 18. FINANCIAL STATEMENTS124ITEM 19. EXHIBITS125SIGNATURES128 ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this Annual Report onForm 20-F (the “Annual Report”), the terms “Vertical,” the “Company,” “we,” “us,” “our,” “our company” and“our business” refer to Vertical Aerospace Ltd., together with its consolidated subsidiaries as a consolidatedentity. SELECTED DEFINITIONS The following terms used in this Annual Report are defined below, unless where context otherwiserequires: “2021 Incentive Plan”means the Vertical AerospaceLtd. 2021 Incentive Award Plan, as amended andrestated, filed as Exhibit4.3 to this Annual Report. “2025 Offering”means the Company’s public offering of Units, each Unit consisting of (i) one ordinaryshare, (ii) one-half of one Tranche A Warrant, and (iii) one-half of one Tranche B Warrant, for aggregate grossproceeds of $90,000,000, which closed on January 24, 2025. “AAM”means advanced air mobility, with reference to the advanced air mobility market. “American”means American AirlinesInc. “American Commercial Warrant Shares” means the Ordinary Shares represented by Warrant B, WarrantC, Warrant D, Warrant E, Warrant F and Warrant G (as such terms are defined in the American WarrantInstrument) to be issued to American in accordance with the American Warrant Instrument. “American Warrant Instrument” means the warrant instrument entered into by Vertical immediatelyfollowing the Closing, as amended and restated on July 15, 2022, pursuant to which, among other things,American received warrants exercisable for ordinary shares and shall receive additional warrants exercisable forordinary shares upon placement of certain legally binding commitments for additional aircraft or payment ofcertain commitment fees. “Articles” means the amended and restated memorandum and articles of association of VerticalAerospace Ltd. as in effect from time to time. “Avolon” means Avolon e Limited, its shareholders or a member of the Avolon Group (as applicable). “Avolon Commercial Warrant Shares” means the