Vertical Aerospace Ltd美股招股说明书(2026-01-08版)

$200,000,000 Ordinary SharesPreferred SharesWarrantsRightsUnits We may offer and sell up to $200,000,000 in the aggregate of our ordinary shares, par value $0.001 per share (“ordinaryshares”), preferred shares, par value $0.001 per share (“preferred shares”), warrants to subscribe for ordinary shares, rights tosubscribe for ordinary shares andunits consisting of any combination of the other types of securities offered under thisprospectus from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we willprovide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and termsof the securities. The supplement may also add, update or change information contained in this prospectus with respect to thatoffering. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. We may add, update or change the information contained in this prospectus from time to time by incorporating by referenceany document or filing a prospectus supplement, as required. You should read this entire prospectus, together with thedocuments we incorporate by reference, and any applicable prospectus supplement carefully before you make your investmentdecision. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or moreunderwriters, dealers, agents or other third parties, or directly to purchasers, or through a combination of these methods. If anythird parties are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission ordiscount arrangement between or among them will be set forth, or will be calculable from the information set forth, in theapplicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan ofDistribution” for more information. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “EVTL.” On January7,2026, the last reported sales price of our ordinary shares as reported on the NYSE was $6.23 per share. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities lawsand, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE6OF THISPROSPECTUSAND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNINGFACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is January 8, 2026. TABLE OF CONTENTS 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 INFORMATION33 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 filed with the U.S. Securities andExchange Commission, or the SEC, using a “shelf” registration process for the delayed offering and sale ofsecurities pursuant to Rule415 under the Securities Act of 1933, as amended (the “Securities Act”). By using a shelf registration statement, we may sell securities from time to time and in one or moreofferings up to a total dollar amount of $200,000,000 as described in this prospectus. Each time that weoffer and sell securities, we will provide a prospectus supplement to this prospectus that contains specificinformation about the securities being offered and sold and the specific terms of that offering. We may alsoauthorize one or more free writing prospectuses to be provided to you that may contain material informationrelating to these offerings. The prospectus supplement or any document incorporated by reference herein ortherein may also add, update or change information contained in this prospectus with respect to thatoffering. If there is any inconsistency between the information contained in or incorporated by referenceinto this prospectus and the applicable prospectus supplement, you should rely on the prospectussupplement. This prospectus does not contain all of the information provided in the registration statementthat we filed with the SEC. Before purchasing any securities, you should carefully read both this prospectusand the applicable prospectus supplement