Vertical Aerospace Ltd美股招股说明书(2025-03-27版)

Vertical Aerospace Ltd. 104,009,489 Ordinary Shares Offered by Selling Securityholders7,500,000 Ordinary Shares Underlying Tranche A Public Warrants7,500,000 Ordinary Shares Underlying Tranche B Public Warrants5,000,000 Ordinary Shares Underlying Private Warrants This prospectus relates to the resale or other disposition, from time to time, of up to 104,009,489ordinary 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 “SellingSecurityholders”) or their pledgees, donees, transferees, or other successors in interest, which include (i)upto 103,809,489 ordinary shares (the “Mudrick Capital Resale Shares”) by Mudrick Capital ManagementL.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by itor its affiliates (“Mudrick Capital”) or its affiliates, comprising (a)44,520,681 of the ordinary shares issuedto holders of the Convertible Senior Secured Notes upon the Partial Conversion of the Convertible SeniorSecured Notes (each as defined below) (the “Conversion Shares”), (b)37,198,531 ordinary shares due uponconversion of the remaining balance of the Convertible Senior Secured Notes (the “Convertible SeniorSecured Notes Shares”) and (c)up to 22,090,277 ordinary shares issuable as payment-in-kind interest (the“PIK Interest”) payable semi-annually, at our option, under the Convertible Senior Secured Notes through totheir maturity (the “Convertible Senior Secured PIK Shares”); and (ii)200,000 ordinary shares (the “SFShares”) by Imagination Aero Investment Limited (“Imagination Aero”), a company wholly owned byStephen Fitzpatrick. This prospectus also relates to the issuance from time to time by the Company of (i)up to 7,500,000ordinary shares (the “Tranche A Warrant Shares”) issuable upon exercise of our Tranche A public warrants,each exercisable for one ordinary share at an exercise price of $6.00 per share (the “Tranche A Warrants”),and (ii)up to 7,500,000 ordinary shares (the “Tranche B Warrant Shares” and, together with the Tranche AWarrant Shares, the “Warrant Shares”) issuable upon exercise of our Tranche B public warrants, eachexercisable for one ordinary share at an exercise price of $7.50 per share (the “Tranche B Warrants”). TheWarrant Shares were, together with the Tranche A Warrants and the Tranche B Warrants, initially registeredon the Registration Statement on Form F-3 (File No. 333-275430) previously filed with the Securities andExchange Commission (the “SEC”) on November9, 2023 (as amended, the “Primary F-3 RegistrationStatement”) and declared effective by the SEC on November16, 2023, and an additional registrationstatement on Form F-3 (File No. 333-284418), filed with the SEC on January23, 2025 and effective uponfiling pursuant to Rule462(b) under the Securities Act of 1933, as amended (the “Securities Act”) (the “F-3MEF Registration Statement” and, together with the Primary F-3 Registration Statement, the “PriorRegistration Statements”). Only the Warrants Shares are being offered among the securities offered pursuantto this prospectus; neither the Tranche A Warrants nor the Tranche B Warrants are being offered hereby. Fora description of the Tranche A Warrants and Tranche B Warrants, see “Description of Tranche A Warrantsand Tranche B Warrants.” This prospectus also relates to the issuance from time to time by the Company of up to 5,000,000ordinary shares (the “SF Warrant Shares”) issuable upon exercise of 50,000,000 warrants held byImagination Aero, with ten warrants exercisable for one ordinary share at an exercise price of $50.00 pershare (the “SF Warrants”). This prospectus also covers any additional securities that may become issuable by reason of sharesubdivisions, share dividends or other similar transactions. We will not receive any of the proceeds from the sale of the ordinary shares by the SellingSecurityholders. However, we will receive up to an aggregate of $351.25 million from the exercise ofwarrants, assuming the exercise in full for cash of all 7,500,000 outstanding Tranche A Warrants, all7,500,000 outstanding Tranche B Warrants and all 50,000,000 outstanding SF Warrants, together exercisablefor 20,000,000 ordinary shares issuable hereunder. The holders of the warrants are not obligated to exerciseany or all of their warrants, and there is no assurance that they will elect to do so. If the price of ourordinary shares is below the respective exercise price of the Tranche A Warrants, Tranche B Warrants andSF Warrants, the respective holders of such warrants will be unlikely to exercise their warrants, resulting inlittle to no cash proceeds to us. We will receive the proceeds from any cash exercise of the warrants, but notfrom the sale of the underlying ordinary shares. See “Use of Proceeds.” The securities covered by this prospectus include those pursuant to registration rights granted to