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. Checkbox not checked

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




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 shown in Row 13 is calculated based on 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Issuer's Prospectus Supplement to the Prospectus dated May 28, 2025, which was filed with the SEC on July 10, 2025 (the "Prospectus Supplement"), and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants.


SCHEDULE 13D




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 shown in Row 13 is calculated based on 101,677,721 Ordinary Shares outstanding, which includes (i) 96,677,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering, as described in the Prospectus Supplement, and (ii) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of the Warrants.


SCHEDULE 13D


 
STEPHEN FITZPATRICK
 
Signature:/s/ Stephen Fitzpatrick
Name/Title:Stephen Fitzpatrick
Date:08/25/2025
 
IMAGINATION AERO INVESTMENT LTD.
 
Signature:/s/ Stephen Fitzpatrick
Name/Title:Stephen Fitzpatrick Director
Date:08/25/2025