Filing Details
- Accession Number:
- 0001104659-25-026876
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-23 20:00:00
- Filed By:
- Fitzpatrick Stephen James
- Company:
- Vertical Aerospace Ltd.
- Filing Date:
- 2025-03-24
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fitzpatrick Stephen James | 15,286,923 | 5,200,000 | 15,286,923 | 5,200,000 | 20,486,923 | 22.88% |
| IMAGINATION AERO INVESTMENT LTD. | 0 | 5,200,000 | 0 | 5,200,000 | 5,200,000 | 5.81% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Vertical Aerospace Ltd. (Name of Issuer) |
Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
G9471C107 (CUSIP Number) |
Benjamin Nutbeam Level 4, 9 Pembridge Road,, Notting Hill London, X0, W11 3JY 4478-0265-9250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Fitzpatrick Stephen James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,486,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.88 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 ordinary shares, par value $0.001 per share ('Ordinary Shares'), issuable to Imagination Aero Investment Ltd. ('Imagination Aero') upon the exercise of outstanding warrants held by Imagination Aero (the 'Warrants') and (ii) 200,000 Ordinary Shares held by Imagination Aero. Stephen Fitzpatrick ('SF') is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to Vertical Aerospace Ltd.'s (the 'Issuer') one-for-ten reverse stock split of the Ordinary Shares effected on September 20, 2024 (the 'Reverse Split').
The percentage used herein is calculated based on 84,552,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering of Units, as reported on Form 20-F filed on March 11, 2025, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
IMAGINATION AERO INVESTMENT LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of outstanding Warrants and (ii) 200,000 Ordinary Shares held by Imagination Aero. SF is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to the Reverse Split.
The percentage used herein is calculated based on 84,552,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering of Units, as reported on Form 20-F filed on March 11, 2025, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
Vertical Aerospace Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
UNIT 1 CAMWAL COURT, CHAPEL STREET, BRISTOL,
UNITED KINGDOM
, BS2 0UW. | |
Item 1 Comment:
EXPLANATORY NOTE - This Amendment No. 5 to the statement on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission on March 22, 2024, as amended by Amendment No. 1 filed on November 25, 2024, Amendment No. 2 filed on December 17, 2024, Amendment No. 3 filed on December 26, 2024 and Amendment No. 4 filed on January 31, 2025 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), which relates to the ordinary shares, par value $0.001 per share (the "Ordinary Shares"), of Vertical Aerospace Ltd., a Cayman islands exempted company incorporated with limited liability (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. All share numbers reported in this Amendment give effect to the Issuer's one-for-ten reverse stock split of its Ordinary Shares effected on September 20, 2024. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by amending and restating the third paragraph of the Original Schedule 13D as follows:
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes. The Reporting Persons review their investment in the Issuer on a continuing basis. In light of SF's substantial position in the Issuer's securities, SF has determined that it is appropriate to re-balance SF's aggregate exposure to the Company securities. Accordingly, SF intends to effect a partial re-balancing of his exposure by selling a portion of the Issuer's securities that he holds from time to time, as he determines appropriate depending upon market conditions. SF's sales of securities in connection with such re-balancing may be conducted in the open market (including, without limitation, under Rule 144 and/or pursuant to the resale registration statement filed by the Issuer), in privately negotiated transactions or otherwise. The Reporting Persons intend to continue to evaluate the Issuer's financial position and strategic direction and nothing in the foregoing shall prevent the Reporting Persons, depending on various factors, from determining in the future to acquire additional securities of the Issuer or to dispose of additional securities of the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|