Vertical Aerospace Ltd美股招股说明书(2025-09-05版)

(To Prospectus dated May28, 2025) Up to $100,000,000 Vertical Aerospace Ltd. Ordinary Shares We have entered into an open market sale agreement (the “Sales Agreement”), with Jefferies LLC(“Jefferies”) dated September5, 2025, relating to the sale of our ordinary shares offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement we mayoffer and sell our ordinary shares, par value $0.001 per share (“ordinary shares”), having an aggregateoffering price of up to $100,000,000 from time to time through Jefferies, acting as sales agent. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol“EVTL.” On September4, 2025, the last reported sales price of our ordinary shares as reported on theNYSE was $4.51 per share. Sales of our ordinary shares, if any, under this prospectus supplement will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule415(a)(4) under the Securities Act of1933, as amended (the “Securities Act”). If we and Jefferies agree on any method of distribution other thansales of ordinary shares on or through the NYSE or another existing trading market in the United States atmarket prices, we will file a further prospectus supplement providing all information about such offering asrequired by Rule424(b) under the Securities Act. Jefferies is not required to sell any specific amount of ourordinary shares under the Sales Agreement, but will act as our sales agent using commercially reasonableefforts consistent with its normal trading and sales practices on mutually agreed terms between Jefferies andus. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate equal to up to 3.0% of the gross salesprice of our ordinary shares sold through it pursuant to the Sales Agreement. See “Plan of Distribution”beginning on page S-20 for additional information regarding the compensation to be paid to Jefferies. Inconnection with the sale of the ordinary shares on our behalf, Jefferies will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Jefferies may be deemed tobe underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto Jefferies with respect to certain liabilities, including liabilities under the Securities Act. 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. 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. Jefferies The date of this prospectus supplement is September5, 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-5CAPITALIZATIONS-9USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-15PLAN OF DISTRIBUTIONS-20EXPENSES OF THE OFFERINGS-22LEGAL MATTERSS-23EXPERTSS-23SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIESS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-25WHERE YOU CAN FIND MORE INFORMATIONS-26ProspectusABOUT 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 dated May28, 2025 that is part of ourregistration statement onForm F-3 (File No. 333-287207) filed on May13, 2025and declared effective bythe SEC on May16, 2025, along with the documents incorpo