Vertical Aerospace Ltd 2026年年度报告和过渡报告

TABLE OF CONTENTS Page PART 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 CompanyA. 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 ResultsC. Research and Development, Patents and Licenses, etc.D. Trend InformationE. Critical Accounting EstimatesItem 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementB. 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 RiskItem 12. Description of Securities Other than Equity Securities PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies 122122Item14. Material Modifications to the Rights of Security Holders and Use of Proceeds122Item 15. Controls and Procedures123Item 16. [Reserved]125Item 16A. Audit Committee Financial Expert125Item 16B. Code of Ethics125Item 16C. Principal Accountant Fees and Services125Item 16D. Exemptions from the Listing Standards for Audit Committees126Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers126Item 16F. Change in Registrant’s Certifying Accountant126Item 16G. Corporate Governance126Item 16H. Mine Safety Disclosure126Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections126Item 16J. Insider Trading Policies126Item 16K. Cybersecurity127PART III128Item 17. Financial Statements128Item 18. Financial Statements128Item 19. Exhibits129SIGNATURES132INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this Annual Report on Form 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 consolidated entity. SELECTED DEFINITIONS The following terms used in this Annual Report are defined below, unless where context otherwise requires: “2021 Incentive Plan”means the Vertical AerospaceLtd. 2021 Incentive Award Plan, as amended andrestated, filed as Exhibit4.3 to this Annual Report. “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, Warrant C,Warrant D, Warrant E, Warrant F and Warrant G (as such terms are defined in the American Warrant Instrument) to beissued to American in accordance with the American Warrant Instrument. “American Warrant Instrument” means the warrant instrument entered into by Vertical immediately followingthe Closing, as amended and restated on July 15, 2022, pursuant to which, among other things, American receivedwarrants exercisable for ordinary shares and shall receive additional warrants exercisable for ordinary shares uponplacement of certain legally binding commitments for additional aircraft or payment of certain commitment fees. “Articles” means the amended and restated memorandum and articles of association of Vertical AerospaceLtd. as in effect from time to time. “ATM” means the “at the market” equity offering program with Jefferies LLC, pursuant to which we mayissue and sell our ordinary shares, having an aggregate offering price of up to $100 million, from time to time to orthrough Jefferies. “Avolon” means Avolon e Limited, its shareholders or a member of the Avolon Group (as applicable). “Avolon Commercial Warrant Shares” means the Ordinary Shares represented by Warrant C1 and Warrant C2(as such terms are defined in the Avolon Warrant Instrument) to be issued to the Avolon Warrant holders in accordancewith the Avolon Warrant Instrument. “Avolon Group” means Avolon Holdings Limited and each of its subsidiaries from time to time. “Avolon Warrant holders”means the shareholders of Avolon e Limited. “Avolon Warrant Instrument”means