EVTWF Vertical Aerospace Ltd (PK)

 

As filed with the Securities and Exchange Commission on January 23, 2025.

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

  

 

Vertical Aerospace Ltd.

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

 

Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street,

Bristol BS2 0UW

United Kingdom

+44 117 457-2094

(Address and telephone number of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42^nd Street,

18^th Floor

New York, New York 10168

+1 (800) 221-0102

(Name, address and telephone number of agent for service)

 

 

Copies to:

 

Robbie McLaren, Esq. J. David Stewart, Esq. Latham & Watkins (London) LLP 99 Bishopsgate London EC2M 3XF United Kingdom +44 20 7710-1000

Sanjay Verma Vertical Aerospace Ltd. Unit 1 Camwal Court, Chapel Street, Bristol BS2 0UW United Kingdom +44 117 457-2094

 

 

Approximate date of commencement of proposed sale to the public: 

From time to time after the effectiveness of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-275430

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended. Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Vertical Aerospace Ltd. (the “Registrant”) is filing this Registration Statement on Form F-3 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form F-3 (File No. 333-275430) (the “Prior Registration Statement”), which was declared effective by the Commission on November 16, 2023.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a proposed additional aggregate offering price of $11,250,000. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all information incorporated by reference therein, and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

 

The required opinions and consents are listed on an Exhibit Index attached hereto.

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 9.

Exhibits

 

The following documents are filed as part of this registration statement on Form F-3.

 

Incorporation by Reference

Exhibit Number

Description

Form

File No.

Exhibit No.

Filing Date

Filed / Furnished

5.1*

Opinion of Walkers (Cayman) LLP.

5.2

Opinion of Latham & Watkins LLP. (incorporated by reference to Exhibit 5.2 to the Prior Registration Statement).

F-3

333-275430

5.2

November 9, 2023

Filed

23.1*

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2*

Consent of Walkers (Cayman) LLP (included in Exhibit 5.1).

23.3

Consent of Latham & Watkins LLP (included in Exhibit 5.2).

24.1

Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Prior Registration Statement).

107*

Filing Fee Table.

 

* Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the London, United Kingdom, on the 23rd day of January, 2025.

 

	VERTICAL AEROSPACE LTD.
	By:	/s/ Stuart Simpson
		Name: Stuart Simpson
		Title: Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-3 has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Stuart Simpson		Chief Executive Officer (Principal Executive Officer, and acting Principal Financial Officer and Principal Accounting Officer) and Director		January 23, 2025
Stuart Simpson
*		Director		January 23, 2025
Kathy Cassidy
*		Director		January 23, 2025
Stephen Fitzpatrick
*		Director		January 23, 2025
Gur Kimchi

 

*By:	/s/ Stuart Simpson
	Stuart Simpson
	Attorney-in-fact

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vertical Aerospace Ltd. has signed this Registration Statement on Form F-3 in the City of New York, State of New York, on January 23, 2025.

 

	COGENCY GLOBAL INC.
	By:	/s/ Colleen De Vries
		Name: Colleen De Vries
		Title: Sr. Vice President on behalf of Cogency Global Inc.

 

 

Exhibit 5.1

 

  

23 January 2025	Our Ref: AB/slh/ V1410-175594
Vertical Aerospace Ltd. c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

 

VERTICAL AEROSPACE LTD.

 

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the Registration Statement (as defined in Schedule 1) filed on the date hereof by Vertical Aerospace Ltd. (the "Company") under the United States Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement registers, inter alia, the issuance and sale of an additional $11,250,000 in securities of the Company which may comprise of Ordinary Shares par value $0.001 per share ("Ordinary Shares"), preferred shares par value $0.001 per share ("Preferred Shares") and rights to purchase Ordinary Shares which may be issued under the terms of one or more rights agreements (a "Rights Agreement") (the "Rights") or warrant agreements (a "Warrant Agreement") (the "Warrants" and together with the Ordinary Shares, Preferred Shares and Rights, the "Securities") under the Securities Act.

 

For the purposes of giving this opinion, we have examined and relied solely upon the originals or copies of the documents listed in Schedule 1.

 

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

 

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

 

1.

The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

 

2.

With respect to the Ordinary Shares and the Preferred Shares: when (a) the board of directors of the Company (the "Board") has taken all necessary corporate action to approve the issuance thereof, the terms of the offering thereof and related matters; (b) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than their par value) has been made; and (c) the name of the registered owner thereof has been entered in the Register of Members of the Company confirming that such shares have been issued credited as fully paid, then the Ordinary Shares and/or the Preferred Shares (as applicable) will have been duly authorised and validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof in respect of the shares by the Company).

 

Walkers

 

190 Elgin Avenue, George Town

 

Grand Cayman KY1-9001, Cayman Islands

 

T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

 

Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore

 

 

3.

With respect to the Rights and the Warrants, when the applicable Rights Agreement or Warrant Agreement has been duly authorised, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Rights or Warrants (as applicable) have been duly authorised in accordance with the terms of the applicable Rights Agreement or Warrant Agreement and authorised by all necessary corporate action of the Company, and such Rights or Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable Rights Agreement or Warrant Agreement and in the manner contemplated by the applicable prospectus and by such corporate action (assuming the securities issuable upon exercise of such Rights or Warrants have been duly authorised and reserved for issuance by all necessary corporate action), such Rights or Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

The foregoing opinions are given based on the following assumptions.

 

1.

The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on a document or are, or will be, genuine and are, or will be, those of a person or persons with power to execute those documents or agreements. All documents purporting to be sealed have been, or will be, so sealed. All copies are complete and conform to their originals.

 

2.

The Memorandum and Articles will be the memorandum and articles of association of the Company in effect at the time of the issue of the Securities.

 

3.

Information contained in the Registration Statement and all other documents reviewed by us is true and correct.

 

4.

At the time of the issuance of the Ordinary Shares and/or Preferred Shares, the Company will have sufficient authorised and unissued share capital available in order to issue the Ordinary Shares and/or Preferred Shares required to be issued under or pursuant to any Rights Agreement or Warrant Agreement (as applicable) or other document or agreement under the terms of which the Company has agreed to issue Ordinary Shares or Preferred Shares.

 

5.

Each prospectus, Rights Agreement, Warrant Agreement and the documents or agreements referred to therein will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of Ordinary Shares, Preferred Shares, Rights and Warrants and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms.

 

6.

The Company will offer, issue and sell the Ordinary Shares and the Preferred Shares in the manner contemplated by the relevant prospectus and the documents or agreements referred to therein and otherwise in compliance with all applicable United States federal and state securities laws.

 

 

7.

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

 

8.

The Company Records (as defined in Schedule 1) are complete and accurate and all matters required by law and the Memorandum and Articles of Association to be recorded therein are completely and accurately so recorded.

 

9.

The Company will receive consideration in money or money’s worth for each Ordinary Share or Preferred Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share and/or Ordinary Share.

 

10.

Any corporate authorisation or power of attorney given by the Company to execute a document or agreement will remain in force and effect and will not have been revoked or varied.

 

11.

Any Rights Agreement, Warrant Agreement or other document or agreement under the terms of which the Company has agreed to issue Ordinary Shares or Preferred Shares will have been duly authorised, executed and delivered by or on behalf of all relevant parties and will constitute legal, valid, binding and enforceable obligations against all relevant parties in accordance with their terms.

 

12.

There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by the issuance and allotment of the Ordinary Shares, the Preferred Shares, the Rights or the Warrants and, insofar as any obligation expressed to be incurred under any Rights Agreement, Warrant Agreement or other document or agreement under the terms of which the Company has agreed to issue Ordinary Shares or Preferred Shares is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction.

 

13.

The Company on the date hereof, on the date of entry into any Rights Agreement, Warrant Agreement or other documents or agreements under the terms of which the Company has agreed to issue Ordinary Shares or Preferred Shares and on the issuance of the Ordinary Shares and Preferred Shares will be able to pay its debts as they became due from its own moneys.

 

The opinions expressed above are subject to the following qualifications:

 

1.

The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under a document or agreement are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

 

(a)

enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, restructuring, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

 

 

(b)

enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

 

(c)

claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

 

(d)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

 

(e)

a judgment of a Court may be required to be made in Cayman Islands dollars;

 

(f)

to the extent that any provision of a document or agreement is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of a document or agreement that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

 

(g)

to the extent that the performance of any obligation arising under a document or agreement would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

 

(h)

in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

 

(i)

a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard; and

 

(j)

the effectiveness of terms a document or agreement excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

 

 

2.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

 

3.

There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out herein.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm, as Cayman Islands counsel to the Company, in the Registration Statement.

 

Yours faithfully

 

Walkers (CAYMAN) LLP

 

 

Schedule 1 

 

LIST OF DOCUMENTS EXAMINED

 

1.

The Certificate of Incorporation dated 21 May 2021, Register of Directors and Register of Officers, in each case, of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the "Company Records"), and the Fourth Amended and Restated Memorandum and Articles of Association as adopted on 23 December 2024 (the "Memorandum and Articles").

 

2.

The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 22 January 2025.

 

3.

The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands kept at the Clerk of Court's Office, George Town, Grand Cayman, examined at 9.00 am on 22 January 2025.

 

4.

A copy of a Certificate of Good Standing dated 22 January 2025 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

 

5.

A copy of the Registration Statement on Form F-3 (Registration No. 333-275430), which became effective on 16 November 2023, and Registration Statement on Form F-3MEF filed on 23 January 2025 by the Company with the United States Securities and Exchange Commission registering the Securities (the "Registration Statement").

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Vertical Aerospace Ltd. of our report dated March 14, 2024 relating to the financial statements, which appears in Vertical Aerospace Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP
Bristol, United Kingdom
January 23, 2025

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-3

(Form Type)

 

Vertical Aerospace Ltd.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

	Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Ordinary shares, par value $0.001 per share		(2)	(2)	(2)	---	---
	Equity	Preferred shares		(2)	(2)	(2)
	Other	Warrants		(2)	(2)	(2)	---	---
	Other	Rights		(2)	(2)	(2)	---	---
	Other	Units		(2)	(2)	(2)	---	---
	Unallocated (Universal Shelf)		457(o)			$11,250,000	0.00015310	$1,722.38
	Total Offering Amounts					$11,250,000	0.00015310	$1,722.38
	Total Fees Previously Paid					---		---
	Total Fee Offsets					---		---
	Net Fee Due							$1,722.38

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, an indeterminate number of additional securities are registered hereunder to prevent dilution in connection with share splits, share dividends or similar transactions.

(2)

The Registrant previously registered the offer and sale of certain securities, including its ordinary shares, par value $0.001 per share, preferred shares, and warrants to subscribe for ordinary shares, rights to subscribe for ordinary shares and units consisting of any combination of the other types of securities, having a proposed maximum aggregate offering price of $180,000,000 pursuant to Registration Statement on Form F-3 (Registration No. 333-275430), which was filed on November 9, 2023 and declared effective by the SEC on November 16, 2023 (the “Prior Registration Statement”). As of the date hereof, a balance of $180,000,000 securities remains unsold under the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, the Registrant is hereby registering the offer and sale of an additional $11,250,000 of securities available for issuance under the Prior Registration Statement. The additional amount of securities that is being registered for offer and sale represents no more than 20% of the maximum aggregate offering price of the remaining securities available to be sold under the Prior Registration Statement.

 

 

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