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 May 2024
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 ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On May 24, 2024, the Vertical Aerospace Ltd. (the “Company”)
issued a press release announcing its financial results for the first quarter ended March 31, 2024, a copy of which is furnished
as 99.1 hereto.
INCORPORATION BY REFERENCE
The information included in this
Report on Form 6-K (including Exhibit 99.1, but excluding the quotation by the Company’s Chief Executive Officer) is hereby
incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756 and File
No. 333-275430) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date
on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
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Vertical Aerospace Ltd. |
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| Date: May 24, 2024 |
By: |
/s/ Stuart Simpson |
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Stuart Simpson |
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Chief Executive Officer |
Exhibit 99.1
Vertical Aerospace
Releases First Quarter 2024 Financial Results
London, UK; New York, USA – May 24, 2024
Vertical Aerospace Ltd. (“Vertical”
or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation,
today announces its financial results for the first quarter ended March 31, 2024. The first quarter 2024 financial results filing can
be found on the investor relations website.
Stuart Simpson, CEO at Vertical, said “I
am delighted to lead this incredibly innovative company and I’m immensely proud of the progress the team has made so far this year.
We are within touching distance of kicking off the robust piloted flight test programme for our significantly more sophisticated second
full-scale VX4 aircraft, as we prepare to demonstrate its full potential to the world. This aircraft represents a huge leap forward along
our path to certification.”
First Quarter 2024 and Recent Operational Highlights
Business
| · | A
new £8 million ($10 million) grant in February from the Aerospace Technology Institute
to develop Vertical’s next-generation propellers for use on its VX4 aircraft brought
total grant funding to £37 million ($47 million), signalling a further vote of confidence
in Vertical from the UK Government. |
| · | The
UK’s Aviation and Technology Minister, Anthony Browne MP, visited Vertical’s
HQ in Bristol in March to mark the launch of the Government’s Future of Flight Action
Plan. The joint initiative between the UK Government and industry outlines plans for flying
taxis to become a reality in the UK within the next few years. |
| · | Vertical’s
partner, Skyports, announced its plans to develop the UK’s first vertiport testbed
at Bicester Motion, Oxfordshire, at which Vertical intends to fly later this year. |
| · | At
the latest Vertical Pioneer’s Event in April, the team updated customers on the VX4
programme, with topics including certification and operating economics, and hearing from
partners CAE and Skyports Infrastructure. Our customers also visited the Vertical Flight
Test Centre to see the aircraft and hear directly from our chief pilot on our upcoming crewed
flight test programme. |
| · | Founder
Stephen Fitzpatrick committed additional capital to the Company, with Vertical receiving
£19.5 million ($25 million) on March 13, 2024. |
| · | Vertical
and Rolls-Royce have mutually agreed to exit Rolls-Royce's contract to design an Electric
Propulsion Unit (EPU). Under the agreement, Vertical will receive a cash amount from Rolls-Royce
which is expected to cover the anticipated costs of an alternative EPU design contract as
well as provide an extension to Vertical's cash runway. Vertical is already working with
other EPU suppliers and there is no expected impact on the completion of Vertical’s
prototypes or certification timelines - further detail below. |
Vertical Team
| · | On
May 1, 2024, Vertical made a series of leadership appointments, including appointing Stuart
Simpson, Vertical’s CFO and seasoned FTSE100 executive, to CEO as the Company moves
to the pivotal phase of certifying and commercialising its VX4 aircraft. |
| · | Founder
and majority shareholder, Stephen Fitzpatrick, remains on the Vertical Board as a non-executive
director, focused on business strategy and delivering on the Company’s vision. |
| · | Ben
Story, who brings 30 years of fundraising, business strategy and leadership experience from
roles at Rolls-Royce, Citi and Transport for London, was appointed to Vertical’s Board
as an independent non-executive director. |
| · | Charlotte
Cowley will join in June 2024 as Director of Strategic Finance, responsible for executing
Vertical’s fundraising strategy. Charlotte brings over 20 years of experience in banking
and investor relations, having led Investor Relations for FTSE100 Burberry Group plc, and
FTSE250 Aston Martin Lagonda plc, where she supported successful capital raises. |
VX4 Progress
| · | Final
assembly of the next generation full-scale VX4 prototype nears completion and the aircraft
remains on track to begin its test programme ahead of intended public demonstrations later
this year. |
| · | This
prototype, which features more advanced propellers, will for the first time use Vertical’s
next generation proprietary battery technology built at the Vertical Energy Centre. This
next prototype incorporates the majority of the Company’s leading aerospace partners’
technology and will align closely with the aircraft Vertical intends to take into certification. |
| · | Vertical
is on track to receive its Permit to Fly from the UK Civil Aviation Authority (CAA) to begin
its robust piloted flight test campaign in the coming weeks. |
Agreement with Rolls-Royce
| · | On
and with effect from May 22, 2024, Vertical and Rolls-Royce mutually agreed to exit Rolls-Royce's
contract to design an Electric Propulsion Unit (EPU). Under the agreement, Vertical will
receive a cash amount from Rolls-Royce by June 30, 2024 which is expected to cover the anticipated
costs of an alternative EPU design contract and provide an extension to Vertical’s
cash runway. This follows Rolls-Royce's announcement in November 2023 of its intention to
seek a partner or buyer for its advanced air mobility activities. |
| · | Vertical
is already working with other EPU suppliers for its new prototype, and the exit of this contract
has no impact on the completion of this prototype or its identical twin. Vertical is now
in active engagement with a shortlist of potential EPU partners for the certification and
production aircraft following the launch of a formal tender process. Vertical continues to
target type certification by the end of 2026. |
| · | The
agreement also includes the return to Vertical of Rolls-Royce's EVTL shares, which it initially
acquired as a private investment in public equity (PIPE) investor in 2021. |
First Quarter 2024 Financial Highlights
| · | Vertical
reported a net operating loss of £20 million for the three months ended March 31, 2024,
compared to a net operating loss of £23 million for the three months ended March 31,
2023, emphasising the Company’s continued financial discipline. |
| · | Spending
reflects investments in the near completion of the second, more advanced full-scale VX4 prototype. |
| · | As
of March 31, 2024, Vertical had cash and cash equivalents totalling £49 million, including
the investment of £19.5 million ($25 million) received from Stephen Fitzpatrick, which
will be invested in the creation and development of an identical twin VX4 prototype; testing
and certification activities; as well as in the people, systems and processes that support
the Company. |
| · | Vertical
is planning a Capital Markets Event which it expects to host in the second half of 2024. |
Consolidated Financial Summary
| | |
Three months ending March 31*, | |
| | |
2024 £'000 | | |
2023 £'000 | |
| Research and development expenses | |
| (13,984 | ) | |
| (12,612 | ) |
| Administrative expenses | |
| (9,467 | ) | |
| (11,741 | ) |
| Related party administrative expenses | |
| (21 | ) | |
| (21 | ) |
| Other operating income | |
| 3,234 | | |
| 1,824 | |
| Operating loss | |
| (20,238 | ) | |
| (22,550 | ) |
*Unaudited
Financial Outlook
| · | Net
cash outflows incurred in the second quarter of the year will be in relation to the testing
of prototype aircraft and the support of the certification process – Vertical’s
capital plan remains on track for 2024. Following receipt of the cash contribution from Rolls-Royce
under its settlement agreement, Vertical’s cash runway will be extended into H2 2025. |
| · | As
previously announced, to support Vertical’s ongoing capital requirements, fund its
future operations and remain as a going concern, Vertical intends to undertake further fundraising
in 2024 to raise additional capital. |
| · | As
previously announced, in November 2023, Vertical received notice from the New York Stock
Exchange (NYSE) indicating that the Company was not in compliance with the NYSE continued
listing standard requiring a minimum average closing price for its ordinary shares of $1.00
over the preceding 30 consecutive trading days. As set forth in NYSE’s continued listing
standards, if Vertical determines that, to regain compliance, an action requiring shareholder
approval is necessary to cure the share price non-compliance, such as via a reverse share
split, that approval may be sought at the next annual general meeting of shareholders (AGM).
The Company intends to convene its AGM in September 2024 (further details regarding the AGM
to be announced at a later date). If the Company remains non-compliant with the minimum share
price requirement at that time, it will ask shareholders at its AGM to approve a reverse
share split to cure the non-compliance. |
| · | The
above forward-looking statements reflect the Company’s expectations for the three months
ending June 30, 2024, as of May 24, 2024, and are subject to substantial uncertainty. The results are based
on assumptions that the Company believes to be reasonable as of this date, but may be materially affected by many factors, as discussed
below in “Forward-Looking Statements.” |
About Vertical Aerospace
Vertical Aerospace is a global aerospace and
technology company pioneering electric aviation.
Vertical is creating a safer, cleaner and quieter
way to travel. Vertical's VX4 is a piloted, four passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating
emissions. Vertical combines partnering with leading aerospace companies, including Honeywell and Leonardo, with developing its own proprietary
battery and propeller technology to develop the world’s most advanced and safest eVTOL.
Vertical has 1,500 pre-orders of the VX4 worth
$6bn, with customers across four continents, including Virgin Atlantic, American Airlines, Japan Airlines, GOL and Bristow. Headquartered
in Bristol, the epicentre of the UK’s aerospace industry, Vertical was founded in 2016 by Stephen Fitzpatrick, founder of the OVO
Group, Europe’s largest independent energy retailer.
Vertical's experienced leadership team comes
from top tier automotive and aerospace companies such as Rolls-Royce, Airbus, Heathrow, GM and Leonardo. Together they have previously
certified and supported over 30 different civil and military aircraft and propulsion systems.
For more information:
Justin Bates, Head of Communications
Justin.bates@vertical-aerospace.com
+44 7878357463
Samuel Emden, Head of Investor Affairs
Samuel.emden@vertical-aerospace.com
+447816 459 904
Vertical Media Kit
Available here.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations
and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 design and manufacture of the VX4, our future results of
operations and financial position and expected financial performance and operational performance, liquidity, growth and
profitability strategies, business strategy and plans and objectives of management for future operations, including the building and
testing of our prototype aircrafts on timelines projected, selection of suppliers, certification and the commercialization of the
VX4 and our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, our ability
and plans to raise additional capital to fund our operations, including as a result of any ongoing or future discussions with
potential investors, statements regarding completion of the committed funding from Company’s founder and majority owner, our
plans to mitigate the risk that we are unable to continue as a going concern, our plans for capital expenditures, the expectations
surrounding pre-orders and commitments, the features and capabilities of the VX4, the transition towards a net-zero emissions
economy, 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: our limited operating history without manufactured
non-prototype aircraft or completed eVTOL aircraft customer order; our ability to raise additional funds when we need or want them,
or at all, to fund our operations; our limited cash and cash equivalents and recurring losses from our operations raise significant
doubt (or raise substantial doubt as contemplated by PCAOB standards) regarding our ability to continue as a going concern; our
potential inability to produce or launch aircraft in the volumes or timelines projected; the potential inability to obtain the
necessary certifications for production and operation within any projected timeline, or at all; the inability for our aircraft to
perform at the level we expect and may have potential defects; our 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; any
accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components
in our aircraft and for operational needs; the potential that certain strategic partnerships may not materialize into long-term
partnership arrangements; all of the pre-orders received are conditional and may be terminated at any time and any pre-delivery
payments may be fully refundable upon certain specified dates; any circumstances; any potential failure to effectively manage our
growth; our inability to recruit and retain senior management and other highly skilled personnel; we have previously identified
material weaknesses in our internal controls over financial reporting which if we fail to properly remediate, could adversely affect
our results of operations, investor confidence in us and the market price of our ordinary shares; as a foreign private issuer we
follow certain home country corporate governance rules, are not subject to U.S. proxy rules and are 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 March 14, 2024, as such factors may be updated from time to time in our
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. We disclaim 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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