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6-K 1 tm2520017d2_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-41169

 

 

Vertical Aerospace Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x           Form 40-F  ¨

 

 

 

 


 

EXPLANATORY NOTE

 

On July 8, 2025, Vertical Aerospace Ltd. (the “Company”) filed a preliminary prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with a proposed offering by the Company of ordinary shares (the “Offering”). A press release issued in connection with the Prospectus Supplement is attached hereto as Exhibit 99.1. Based on the Company’s current plans, the Company believes its existing cash and cash equivalents, together with the expected net proceeds from the Offering, will be sufficient to fund its operations toward the middle of 2026.

 

This Report on Form 6-K also contains Exhibit 99.2, which (i) supplements the risk factors relating to Company included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Committee on March 11, 2025, and (ii) includes information on the Company’s cash position as of June 30, 2025.

 

Forward-Looking Statements

 

This Report of Foreign Private Issuer on Form 6-K (the “Form 6-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any express or implied statements contained in this Form 6-K that are not statements of historical fact may be deemed to be forward-looking statements, including statements of expected net proceeds from the Offering, the Company’s estimate of its cash position as of June 30, 2025 and the Company’s belief of its cash runway, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “is/are likely to” and similar statements of a future or forward-looking nature. These forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. In particular, we have based estimate regarding our cash runway on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we expect. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the important factors discussed under the caption “Risk Factors” in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2025, as such factors may be updated from time to time in the Company’s other filings with the SEC. Any forward-looking statements contained in this Form 6-K speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. the Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Form 6-K, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

 

 


 

INCORPORATION BY REFERENCE

 

The information included in this Report on Form 6-K (including Exhibit 99.1 and Exhibit 99.2) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763 and File No. 333-287207) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 


 

EXHIBIT INDEX

 

Exhibit

No.

  Description
99.1   Press release issued by Vertical Aerospace Ltd., dated July 8, 2025
99.2   Risk Factors and Cash Position as of June 30, 2025

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VERTICAL AEROSPACE LTD.
     
Date: July 8, 2025 By: /s/ Stuart Simpson
    Stuart Simpson
    Chief Executive Officer

 

 

 

EX-99.1 2 tm2520017d2_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

VERTICAL AEROSPACE ANNOUNCES LAUNCH OF PROPOSED UNDERWRITTEN PUBLIC OFFERING

 

LONDON, July 8, 2025 - Vertical Aerospace (Vertical) (NYSE: EVTL) ("Vertical” or the “Company”), a global aerospace and technology company that is pioneering electric aviation, today announced that it has commenced an underwritten public offering of $60 million of the Company’s ordinary shares (the "Offering”). In connection with the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional $9 million of ordinary shares. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

 

Deutsche Bank Securities and William Blair are acting as joint bookrunners for the proposed Offering.

 

Vertical intends to use the net proceeds from the Offering to fund its research and development expenses as Vertical continues to develop its aircraft and its expenditures in the expansion of its testing and certification capacities, as well as for general working capital and other general corporate purposes.

 

The Company’s ordinary shares trade on the NYSE under the symbol “EVTL”.

 

The proposed Offering will be made only by means of a preliminary prospectus supplement to the Company’s registration statement on Form F-3 (File No. 333-287207) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2025 and declared effective by the SEC on May 16, 2025. Copies of the preliminary prospectus supplement and an accompanying prospectus relating to the proposed Offering will be available upon its filing on the SEC’s website located at www.sec.gov, or by contacting: Deutsche Bank Securities Inc., Attention: Prospectus Department, 1 Columbus Circle, New York, NY 10019, by telephone at (800) 503-4611, or by email at Prospectus.Ops@db.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com.

 

The final terms of the proposed public offering will be disclosed in a final prospectus supplement to be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

- Ends –

 

Enquiries please contact:

 

Vertical Aerospace Media

 

Justin Bates, Head of Communications

justin.bates@vertical-aerospace.com +44 7878 357 463

 

Investor Relations

 

Samuel Emden, Head of Investor Affairs Vertical Aerospace is a global aerospace and technology company pioneering electric aviation.

samuel.emden@vertical-aerospace.com +44 7816 459 904

 

 


 

About Vertical Aerospace

 

Vertical is creating a safer, cleaner and quieter way to travel. Vertical's VX4 is a piloted, four passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical will also be launching a hybrid-electric variant, offering increased range and mission flexibility to meet the evolving needs of the advanced air mobility market.

 

Vertical combines partnering with leading aerospace companies, including GKN, Honeywell and Leonardo, with developing its own proprietary battery and propeller technology to develop the world's most advanced and safest eVTOL.

 

Vertical has c.1,500 pre-orders of the VX4, with customers across four continents, including American Airlines, Japan Airlines, GOL and Bristow. Certain customer obligations are expected to be fulfilled via third-party agreements. Headquartered in Bristol, the epicentre of the UK's aerospace industry, Vertical's experienced leadership team comes from top tier automotive and aerospace companies such as Rolls-Royce, Airbus, GM and Leonardo. Together they have previously certified and supported over 30 different civil and military aircraft and propulsion systems.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the size and expected gross proceeds from the Offering, completion and timing of the Offering, the anticipated use of proceeds from the Offering and the expectation to grant the underwriters a 30-day option to purchase additional shares, our future results of operations and financial position, our plans for capital expenditures, the design and manufacture of the VX4, our business strategy and plans and objectives of management for future operations, including the building and testing of our prototype aircrafts on timelines projected, certification and the commercialization of the VX4 and our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, expectations surrounding pre-orders and commitments, the features and capabilities of the VX4, the transition towards a net-zero emissions economy, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “are likely to” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: market conditions and satisfaction of customary closing conditions related to the Offering; our limited operating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; our history of losses and the expectation to incur significant expenses and continuing losses for the foreseeable future; the market for eVTOL aircraft being in a relatively early stage; our potential inability to test, produce, certify or launch aircraft in the volumes or timelines projected, including achieving the targets set out in Flightpath 2030; the potential inability to obtain the necessary certifications for production and operation within any projected timeline, or at all; any accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components in our aircraft and for operational needs; the potential that certain strategic partnerships may not materialize into long-term partnership arrangements; development, testing and commercialization of a hybrid-electric vertical take-off and landing variant of the VX4 is subject to significant risks, including technological, regulatory and operational challenges; all of the pre-orders received are conditional and may be terminated at any time and any pre-delivery payments may be fully refundable upon certain specified dates; the inability for our aircraft to perform at the level we expect and may have potential defects; any potential failure to effectively manage our growth; our inability to recruit and retain senior management and other highly skilled personnel, our ability to raise additional funds when we need or want them, or at all, to fund our operations; our limited cash and cash equivalents and recurring losses from our operations raise significant doubt (or raise substantial doubt as contemplated by PCAOB standards) regarding our ability to continue as a going concern; the fact that we have previously identified material weaknesses in our internal controls over financial reporting which if we fail to properly remediate, could adversely affect our results of operations, investor confidence in us and the market price of our ordinary shares; the fact that our preliminary cash position and predicted cash runway toward the middle of 2026 as a result of this Offering represent management’s current estimates and are subject to change; the fact that as a foreign private issuer, we follow certain home country corporate governance rules, are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 11, 2025, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

 

 

 

EX-99.2 3 tm2520017d2_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

RISK FACTORS

 

The risk factors set forth below supplements the risk factors included in our Annual Report on Form 20-F for the year ended December 31, 2024, which we refer to as our Form 20-F for 2024. An investment in our securities involves a number of risks. You should carefully consider the following information about the risks we face, together with other information in our Form 20-F for 2024 and other information incorporated by reference into our registration statement, when you make investment decisions involving our securities. If one or more of these risks were to materialize, it could have a material adverse effect on our financial condition, results of operations, cash flows or prices of our securities. Unless otherwise specified below, definitions of the defined terms used below are included in our Form 20-F for 2024.

 

Risks Related to Our Business and Industry

 

Development of a hybrid-electric vertical take-off and landing variant of the VX4 is subject to significant risks, including technological, regulatory and operational challenges.

 

On May 12, 2025, we announced the development of a hybrid-electric vertical take-off and landing (“VTOL”) variant of the VX4 aircraft. Developing a hybrid aircraft involves significant technical complexity, extensive research and development, and substantial investment. Our success depends on our ability to design, test, and certify a new type of aircraft that integrates both conventional and electric propulsion systems, a process that presents numerous engineering, safety, and performance challenges. Any product defects or any other failure of our aircraft to perform as expected could harm our reputation and result in adverse publicity, delays in or inability to obtain certification, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses.

 

Moreover, the regulatory pathway for hybrid aircraft is still evolving. Certification of novel propulsion technologies and aircraft configurations requires close coordination with aviation authorities, including the CAA, EASA and the United States Federal Aviation Authority (“FAA”), as well as local regulators in other countries where we intend to sell aircraft. There can be no assurance that we will obtain certification of our aircraft in the time frame that we project, or at all, which would impact our overall timetable to sell our aircraft. Should there be any delays to our projected approval timetables, this could have a material effect on our ability to deliver any orders to our customers, which could have a material adverse effect on our relationships with our current and existing customers and adversely affect our reputation.

 

Even if we successfully develop and certify our aircraft, we may not achieve commercial viability. Market adoption of hybrid-electric aircraft depends on customer confidence and operating cost advantages. If we fail to meet performance, reliability, or cost expectations, demand for our aircraft could be limited.

 

Any of the above factors, individually or in combination, or any of the other risks relating to our VX4 aircraft set forth in our Form 20-F for 2024 – which risks shall be deemed to apply equally to our hybrid-electric VTOL variant of the VX4 aircraft – could have a material adverse effect on our business, financial condition and results of operations.

 

The Company may become subject to certain specific business risks as a result of supplying equipment and services to government contractors.

 

The Company’s announcement of the development of a hybrid-electric VTOL variant of the VX4 aircraft enables new potential applications in defense, logistics and commercial sectors, including air ambulance services, which require longer range and higher payload than current eVTOL platforms are expected to deliver.

 

 


 

The contractual partners of the sectors we are targeting with our hybrid-electric VX4 variant are expected to include government contractors, which would subject to the Company to certain specific business risks related to government contracts. In particular, government contracts are often subject to specific procurement regulations, contract provisions and a variety of other requirements relating to the formation, administration, performance and accounting of these contracts. Many of these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions. If the Company fails to comply with any such regulations, requirements or statutes, including any environmental, health and safety laws or regulations, its targeted future agreements with the government contractors could be terminated or the Company could be suspended or excluded from entering into any additional contracts with government contractors in the future.

 

The growth of the Company’s business may be impacted by its ability to enter into partnerships with government contractors and on its successful procurement of additional partnerships. However, demand from the government contractors is often unpredictable, and significantly depends upon government budget trends. There are number of factors that could impede the Company’s ability to generate revenue in relation to government contracts, including, but not limited to:

 

· adverse public sector budgetary cycles and funding authorizations;

 

· changes in fiscal or contracting policies;

 

· decreases in available government funding;

 

· review by certain governments of their budgets and expenses that may result in decreased spending;

 

· changes in government programs or applicable requirements;

 

· disadvantageous contractual terms stipulated by government entities and agencies, including with respect to pricing, milestones and payment terms;

 

· the adoption of new laws or regulations or changes to existing laws or regulations;

 

· potential delays or changes in the government appropriations or other funding authorization processes; and

 

· higher expenses associated with, or delays caused by, diligence and qualifying or maintaining qualification as a government vendor.

 

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing the finished products supplied by government contractors, which may in turn affect demand for the Company’s products in the future or otherwise have an adverse effect on its business, operating results and prospects.

 

CASH POSITION

 

As of June 30, 2025, we had £62 million of cash and cash equivalents on hand. This information regarding our cash position as of June 30, 2025 is preliminary, is based on information available to management as of the date of this Report on Form 6-K and subject to adjustment, and has been prepared by, and is the responsibility of, our management and is based on a number of assumptions. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. These results could change as a result of further review. Complete results will be included in our Report on Form 6-K for the six months ended June 30, 2025. There can be no assurance that our final cash position as of June 30, 2025 will not differ from these estimates, including as a result of review adjustments.