Vertical Aerospace Ltd美股招股说明书(2025-07-10版)

(To Prospectus dated May28, 2025) Vertical Aerospace Ltd. 12,000,000 Ordinary Shares Vertical Aerospace Ltd., which we refer to as “we,” “us,” “our” or the “Company,” is offering12,000,000 ordinary shares of the Company, par value $0.001 per share (“ordinary shares”). Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol“EVTL.” On July8, 2025, the last reported sales price of our ordinary shares as reported on the NYSE was$6.95 per share. 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 disclosureand reporting requirements. (1)We refer you to “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30days after the date of this prospectussupplement to purchase up to an additional 1,800,000 ordinary shares at the public offering price, lessunderwriting discounts and commissions. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” BEGINNING ONPAGES-5OF THIS PROSPECTUS SUPPLEMENT, “RISK FACTORS” BEGINNING ON PAGE6OF THEACCOMPANYING PROSPECTUS, AND IN THE DOCUMENTS INCORPORATED BY REFERENCEHEREIN, BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares to purchasers against payment on July10, 2025. Deutsche Bank Securities William Blair Co-managerD. Boral Capital The date of this prospectus supplement is July 8, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-ivFREQUENTLY USED TERMSS-viPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-12DIVIDEND POLICYS-13DILUTIONS-14DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATIONS-16SHARES ELIGIBLE FOR FUTURE SALES-28MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-31UNDERWRITINGS-36EXPENSES OF THE OFFERINGS-44LEGAL MATTERSS-45EXPERTSS-45SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIESS-46INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-47WHERE YOU CAN FIND MORE INFORMATIONS-48 Prospectus ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3OUR COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION8DESCRIPTION OF PREFERRED SHARES20DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS22DESCRIPTION OF UNITS23TAXATION24PLAN OF DISTRIBUTION25LEGAL MATTERS28EXPERTS28ENFORCEABILITY OF CIVIL LIABILITIES29EXPENSES30INCORPORATION OF CERTAIN INFORMATION BY REFERENCE31WHERE YOU CAN FIND MORE INFORMATION32 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information contained in the accompanying prospectusand the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part is the accompanying prospectus included in our registration statement onFormF-3 (File No. 333-287207) filed on May13, 2025and declared effective by the Securities ExchangeCommission (the “SEC”) on May16, 2025, along with the documents incorporated by reference therein,which provides more general information, some of which may not apply to this offering. To the extent thereis a conflict between the information contained in this prospectus supplement and the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the SECbefore the date of this prospectus supplement, you should rely on the information contained in thisprospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date — for example, a document incorporated by reference in theaccompanying prospectus — the statement in the document having the later date modifies or supersedes theearlier statement. Before purchasing any securities, you should carefully read both this prospectussupplement and the accompanying prospectus (and any applicable free writing prospectuses), together withthe additional information described under the headings “Where You Can Find More Information” and“Incorporation of Certain Information by Reference.” This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement that we filed with the SEC. Under this shelf registration process, we may offer from time to timevarious securities, of which this offering of ordinary shares is a part. Such registration statement alsoinclude