Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264601

PROSPECTUS SUPPLEMENT No. 3
(to prospectus dated August 16, 2022)

Vertical Aerospace Ltd.

15,265,136 ORDINARY SHARES

This prospectus supplement amends and supplements the prospectus contained in our Post-Effective Amendment No. 1 to our Registration Statement on Form F-1 (Registration Statement No. 333-264601), effective as of August 15, 2022 (as supplemented or amended from time to time, the “Prospectus”). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 6-K, which was filed with the U.S. Securities and Exchange Commission on November 9, 2022 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares and public warrants are listed on the New York Stock Exchange (“NYSE”) under the symbol “EVTL.” On November 8, 2022, the last reported sale price of our ordinary shares as reported on the NYSE was $4.14 per share. Our public warrants are listed on the NYSE under the symbol “EVTLW.” On November 8, 2022, the last reported sale price of our public warrants as reported on NYSE was $0.35 per warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. 

The date of this prospectus supplement is November 9, 2022. 

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 November 2022

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  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On November 9, 2022, Vertical Aerospace Ltd. issued a press release announcing its financial results for the third quarter ended September 30, 2022, a copy of which is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

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.

Exhibit 99.1

Vertical Aerospace Announces Third Quarter 2022 Financial Results

Company Issues Shareholder Letter

London, UK & New York, USA – November 9, 2022

Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces its financial results for the third quarter ended September 30, 2022. [intentionally omitted]

[intentionally omitted]

Third Quarter 2022 and Recent Operational Highlights

Press Release 09 November 2022

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Third Quarter 2022 Financial Highlights

[intentionally omitted]

About Vertical Aerospace

Vertical Aerospace is pioneering electric aviation. The company was founded in 2016 by Stephen Fitzpatrick, an established entrepreneur best known as the founder of the OVO Group, a leading energy and technology group and Europe’s largest independent energy retailer. Over the past six years, Vertical has focused on building the most experienced and senior team in the eVTOL industry, who have over 1,700 combined years of engineering experience, and have certified and supported over 30 different civil and military aircraft and propulsion systems. Vertical has forged strong relationships with industry-leading players to develop the various components of its aircraft and build a sophisticated eVTOL ecosystem, creating efficiencies across the manufacturing processes, aircraft operations and maintenance.

Vertical’s ordinary shares and warrants commenced trading on the NYSE in December 2021 under the tickers “EVTL” and “EVTLW,” respectively.

About the VX4 eVTOL Aircraft

The piloted zero operating emissions four-passenger VX4, is projected to be capable of travelling distances over 100 miles, achieving top speeds of up to 200mph, while producing minimal noise and has a low cost per passenger mile. The VX4 is expected to open up advanced air mobility to a whole new range of passengers and transform how we travel. Find out more: vertical-aerospace.com

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For more information:

Ambika Sharma

nepeanverticalteam@nepean.co.uk

+44 7596 474 020

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 certification and the commercialization of the VX4 and related timelines, including with respect to the US market and expectations surrounding pre-orders and commitments, Vertical’s differential strategy compared to its peer group, the features and capabilities of the VX4, the transition towards a net-zero emissions economy, the sufficiency of Vertical’s cash and cash equivalents to fund operations, the plans and objectives of management for future operations and capital expenditures, expected financial performance and operational performance for the quarter and fiscal year ending December 31, 2022, 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: Vertical’s limited operating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; Vertical’s 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; the potential inability of Vertical to produce or launch aircraft in the volumes and on timelines projected; the potential inability of Vertical to obtain the necessary certifications on the timelines projected; any accidents or incidents involving eVTOL aircraft could harm Vertical’s business; Vertical’s dependence on partners and suppliers for the components in its aircraft and for operational needs; the potential that certain of Vertical’s strategic partnerships may not materialize into long-term partnership arrangements; all of the pre-orders Vertical has received for its aircraft are not legally binding, conditional and may be terminated without penalty at any time by either party, and if these orders are cancelled, modified, delayed or not placed in accordance with the terms agreed with each party, Vertical’s business, results of operations, liquidity and cash flow will be materially adversely affected; any potential failure by Vertical to effectively manage its growth; the impact of COVID-19 on Vertical’s business; Vertical has identified material weaknesses in its internal controls over financial reporting and may be unable to remediate the material weaknesses; Vertical’s dependence on our senior management team and other highly skilled personnel; as a foreign private issuer Vertical follows certain home country corporate governance rules, is not subject to U.S. proxy rules and is 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 U.S. Securities and Exchange Commission (“SEC”) on April 29, 2022, as such factors may be updated from time to time in Vertical’s 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. Vertical disclaims 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.

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Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(in pounds thousands, except share and per share data)

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Unaudited Condensed Consolidated Interim Statement of Financial Position

(in pounds thousands)

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Unaudited Condensed Consolidated Interim Statement of Cash Flows

(in pounds thousands)

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Selected Notes and Supplemental Disclosures

(in pounds thousands)

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Share based payments

In March 2022 the extant Vertical Aerospace Group Ltd Enterprise Management Incentive (“EMI”) was modified whereby all option holders exchanged their existing options for newly issued options in the Company resulting in 23,213,933 replacement options being granted. A total credit of £7,276 thousand has been recognised within other reserves during the nine months ending September 30, 2022 relating to equity settled share-based payment transactions in relation to employees (September 30, 2021: £117 thousand). An additional £749 thousand was recognised with respect to third parties (September 30, 2021: £16,815 thousand).

In addition, 101,350,465 shares had been authorised for allotment at September 30, 2022.

Other reserves

During the nine months ended September 30, 2022 other reserves increased by £1,010 thousand as a result of the reclassification of warrants; £7,276 thousand in respect of share based payments as a result of the modification of the EMI scheme; and £18,429 thousand reflecting cumulative translation differences.

Share Premium

On June 5, 2022, a total of 150,000 shares were issued to third parties resulting in increase in share premium of £749 thousand. Following the establishment of an equity subscription line, during the three months ended September 30, 2022 a total of 1,103,863 shares were issued resulting in an increase in share premium of £7,734 thousand.

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Warrant Liability

As at September 30, 2022 and December 31, 2021, the following warrants were issued but not exercised and therefore recorded as a liability:

The following table shows the change in fair value of the warrants during the period ended September 30, 2022:

Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share. Once exercisable, the Company may redeem public warrants at a price of $0.01 per warrant if the closing price of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period.

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Derivative financial liabilities

Convertible Senior Secured Notes consists of the following:

On December 16, 2021, Mudrick Capital Management purchased Convertible Senior Secured Notes of an aggregate principal amount of £151,000 thousand ($200,000 thousand) for an aggregate purchase price of £145,000 thousand ($192,000 thousand). The Convertible Senior Secured Notes are initially convertible into up to 18,181,820 ordinary shares at an initial conversion rate of 90.9091 ordinary shares per £824 ($1,000).

In accordance with International Financial Reporting Standards 9: Financial Instruments, this is treated as a hybrid instrument and is designated in its entirety as fair value through profit or loss.

The Company has elected to pay interest in-kind at 9% per annum. Interest is paid semi-annually in arrears and on June 15, 2022 the Company authorised the payment of interest by increasing the nominal amount of the outstanding Convertible Senior Secured Notes by £7,005 thousand ($8,950 thousand).

Several covenants exist including retention of $10 million cash. Accordingly, cash at bank includes £8,953 thousand deemed to be restricted as at September 30, 2022.

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