SCHEDULE 13D/A: Major Shareholder Stephen Fitzpatrick Plans Partial Sale of Vertical Aerospace Holdings

Stephen Fitzpatrick, a significant shareholder in Vertical Aerospace Ltd., has disclosed his intent to partially re-balance his investment by selling a portion of his Ordinary Shares.

Summary

• This document is Amendment No. 5 to the Schedule 13D filing for Vertical Aerospace Ltd., updating previous filings from March 22, 2024, November 25, 2024, December 17, 2024, December 26, 2024, and January 31, 2025.
• The reporting persons are Stephen James Fitzpatrick and Imagination Aero Investment Ltd.
• Stephen Fitzpatrick beneficially owns an aggregate of 20,486,923 Ordinary Shares, which represents 22.88% of the class.
• Imagination Aero Investment Ltd. beneficially owns 5,200,000 Ordinary Shares, representing 5.81% of the class.
• The 5,200,000 shares attributed to Imagination Aero consist of 5,000,000 Ordinary Shares issuable upon the exercise of outstanding warrants and 200,000 Ordinary Shares held directly by Imagination Aero.
• Stephen Fitzpatrick is the sole managing member and beneficial owner of Imagination Aero Investment Ltd.
• All share numbers reported in this amendment reflect the Issuer's one-for-ten reverse stock split of its Ordinary Shares, which was effected on September 20, 2024.
• The percentage of class is calculated based on 84,552,721 Ordinary Shares outstanding after a public offering of Units (as reported on Form 20-F filed on March 11, 2025), combined with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon warrant exercise.
• Stephen Fitzpatrick intends to re-balance his aggregate exposure to Vertical Aerospace Ltd. securities by selling a portion of his holdings from time to time, as he deems appropriate based on market conditions.
• These sales may be conducted in the open market (including under Rule 144 and/or pursuant to the Issuer's resale registration statement), in privately negotiated transactions, or through other means.
• The reporting persons will continue to evaluate the Issuer's financial position and strategic direction, and reserve the right to acquire additional securities or dispose of additional securities in the future.

Sentiment

Score: 5

Explanation: Neutral. The document is a factual disclosure of a major shareholder's intent to re-balance their portfolio, which is neither inherently positive nor negative for the company's operations, though it could impact stock price.

Risks

• The stated intent of a major shareholder, Stephen Fitzpatrick, to sell a portion of his significant holdings could lead to increased supply of shares in the market, potentially exerting downward pressure on the stock price.
• Such sales by a key insider might be interpreted by investors as a signal of reduced confidence, which could negatively impact investor sentiment and the company's valuation.

Future Outlook

Stephen Fitzpatrick intends to partially re-balance his investment in Vertical Aerospace Ltd. by selling a portion of his holdings from time to time, depending on market conditions. The reporting persons will continue to evaluate the Issuer's financial position and strategic direction and may acquire or dispose of additional securities in the future.

Industry Context

This filing pertains to a significant shareholder's investment strategy in Vertical Aerospace Ltd., a company operating in the aerospace sector, likely focused on advanced air mobility (AAM) or electric vertical take-off and landing (eVTOL) aircraft. The re-balancing of a substantial stake by a founder or major investor is a common occurrence but can be interpreted differently depending on the company's stage of development and the broader market conditions for emerging aerospace technologies.

Stakeholder Impact

• Shareholders: The potential sale of a significant block of shares by a major shareholder could lead to increased selling pressure on the stock, potentially impacting its market price. It may also influence investor sentiment regarding insider confidence.

Next Steps

• Stephen Fitzpatrick intends to effect partial sales of Vertical Aerospace Ltd. securities from time to time, depending on market conditions.
• The Reporting Persons will continue to evaluate the Issuer's financial position and strategic direction.
• The Reporting Persons may acquire additional securities or dispose of additional securities of the Issuer in the future.

Key Dates

Recommendation

Keywords

Vertical Aerospace Ltd., Stephen Fitzpatrick, Imagination Aero Investment Ltd., Schedule 13D, Shareholder Filing, Stock Sale, Reverse Stock Split, Ordinary Shares, Warrants, Beneficial Ownership, SEC Filing, Investment Rebalancing