Vertical Aerospace Raises $159M in 2025, Pushing Valo Towards Certification

TL;DR

**EVTL is burning cash but successfully raised $159M in 2025, keeping the Valo dream alive for now, but certification is still a huge hurdle.**

AI Summary

Vertical Aerospace Ltd. (EVTL) reported no revenue for the fiscal year ended December 31, 2025, consistent with its pre-commercialization stage as an eVTOL developer. The company continued to incur significant net losses, driven by substantial research and development expenses for its Valo eVTOL aircraft. Key business changes included the successful closing of a $90 million public offering in January 2025 and a $69 million public offering in July 2025, significantly bolstering its cash position. Additionally, the company entered into an Investment Agreement on December 20, 2024, with Imagination Aero and Mudrick Capital, and completed an SF Investment in February 2024, where Imagination Aero, owned by Stephen Fitzpatrick, purchased up to $50 million in ordinary shares and SF Warrants. Risks highlighted include the need for substantial additional financing, the lengthy and uncertain regulatory approval process with the FAA and EASA for the Valo, and the competitive landscape of the Advanced Air Mobility (AAM) market. The strategic outlook remains focused on achieving certification and commercialization of the Valo, with ongoing development and testing. The company's outstanding shares as of December 31, 2025, were 101,602,621 ordinary shares.

Why It Matters

For investors, EVTL's significant capital raises in 2025, totaling $159 million, are critical for funding the capital-intensive development and certification of its Valo eVTOL aircraft, mitigating immediate liquidity concerns. Employees and customers benefit from the continued progress towards commercialization, offering future job prospects and innovative air mobility solutions, respectively. In the broader market, EVTL's advancements, alongside competitors like Joby Aviation and Archer Aviation, signal the nascent but growing Advanced Air Mobility sector's potential to disrupt traditional transportation and aviation. The successful deployment of eVTOLs could redefine urban and regional travel, creating new market opportunities and competitive pressures.

Risk Assessment

Risk Level: high — The risk level is high due to Vertical Aerospace's pre-revenue status and significant capital requirements. The company reported no revenue for the fiscal year ended December 31, 2025, and relies entirely on external financing, as evidenced by the $90 million January 2025 Offering and $69 million July 2025 Offering. The lengthy and uncertain regulatory approval process with the FAA and EASA for its Valo eVTOL aircraft presents a substantial hurdle, with no guarantee of timely certification or commercial success.

Analyst Insight

Investors should closely monitor EVTL's cash burn rate and progress toward regulatory certification milestones for the Valo aircraft. Given the high-risk, pre-revenue nature, consider this a speculative investment with potential for significant volatility. Diversify your portfolio and only allocate capital you are prepared to lose.

Financial Highlights

debt To Equity

Not Disclosed

revenue

$0.00

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $90,000,000 — Gross proceeds from January 2025 Offering (Significantly bolstered cash position for operations and development)
• $69,000,000 — Gross proceeds from July 2025 Offering (Further strengthened liquidity for ongoing Valo development)
• $50,000,000 — Maximum investment by Imagination Aero (Provided additional capital through share and warrant purchases in February 2024)
• 101,602,621 — Ordinary shares outstanding (As of December 31, 2025, reflecting dilution from capital raises)
• $0.00 — Revenue for fiscal year 2025 (Indicates pre-commercialization stage and reliance on financing)
• 7.00% — Initial cash interest rate on Convertible Senior Secured Notes (Increased to 10.00% cash interest or 12.00% PIK interest after December 23, 2024, reflecting higher financing costs)
• 2028 — Extended maturity of Convertible Senior Secured Notes (Originally due 2026, extended via First Supplemental Indenture on December 23, 2024)
• 1 for 10 — Reverse Share Split ratio (Effective September 20, 2024, impacting share price and outstanding share count)

Key Players & Entities

• Vertical Aerospace Ltd. (company) — Registrant and eVTOL developer
• Stephen Fitzpatrick (person) — Owner of Imagination Aero and investor
• Imagination Aero (company) — Investor in Vertical Aerospace
• Mudrick Capital (company) — Investor and subscriber of Convertible Senior Secured Notes
• Jefferies LLC (company) — Sales agent for 'at the market' equity offering program
• FAA (regulator) — United States Federal Aviation Authority
• EASA (regulator) — European Union Aviation Safety Agency
• American Airlines Inc. (company) — PIPE Investor and warrant holder
• Avolon e Limited (company) — PIPE Investor and warrant holder
• U.S. Bank Trust Company, National Association (company) — Trustee and collateral agent for Convertible Senior Secured Notes

Forward-Looking Statements

• Vertical Aerospace will continue to focus on research and development in the aircraft manufacturing sector. (Vertical Aerospace Ltd.) — high confidence, target: 2026-12-31

FAQ

Risk Factors

• Need for Substantial Additional Financing [high — financial]: Vertical Aerospace requires significant capital to fund its ongoing development and achieve commercialization. The company has raised capital through multiple offerings, including $90 million in January 2025 and $69 million in July 2025, but future funding needs remain substantial.
• Lengthy and Uncertain Regulatory Approval Process [high — regulatory]: The certification of the Valo eVTOL aircraft by aviation authorities like the FAA and EASA is a critical and lengthy process. Delays or failure to obtain certification would significantly impact the company's ability to commercialize its product.
• Competitive Landscape in Advanced Air Mobility [medium — market]: The Advanced Air Mobility (AAM) market is highly competitive, with numerous companies developing eVTOL aircraft. Vertical Aerospace faces competition from established aerospace players and other startups, requiring continuous innovation and efficient execution.
• Dilution from Capital Raises [medium — financial]: The company has undertaken several capital raises, including a $50 million investment from Imagination Aero and public offerings totaling $159 million in 2025. As of December 31, 2025, there were 101,602,621 ordinary shares outstanding, reflecting significant dilution for existing shareholders.
• Increased Financing Costs [medium — financial]: The interest rate on the Convertible Senior Secured Notes increased from an initial 7.00% to 10.00% cash interest or 12.00% PIK interest after December 23, 2024, indicating higher costs of capital.

Industry Context

The Advanced Air Mobility (AAM) sector is characterized by rapid innovation and significant investment, aiming to revolutionize urban and regional transportation. Companies are developing electric Vertical Take-Off and Landing (eVTOL) aircraft, facing challenges in certification, infrastructure, and public acceptance. The competitive landscape includes numerous startups and established aerospace manufacturers, all vying for market share and regulatory approval.

Regulatory Implications

Vertical Aerospace faces significant regulatory hurdles, primarily the lengthy and complex certification processes with the FAA and EASA for its Valo eVTOL aircraft. Successful and timely certification is paramount for commercial viability, while delays or failures pose substantial risks to the company's business plan.

What Investors Should Do

1. Monitor progress on Valo aircraft certification with FAA and EASA.
2. Track future capital raise activities and cash burn rate.
3. Evaluate competitive developments and partnerships in the AAM market.

Key Dates

• 2024-02-01: SF Investment Completed — Imagination Aero, owned by Stephen Fitzpatrick, purchased up to $50 million in ordinary shares and SF Warrants, providing crucial capital.
• 2024-09-20: Reverse Share Split — A 1 for 10 reverse share split was effective, impacting the share price and number of outstanding shares.
• 2024-12-20: Investment Agreement Signed — Agreement entered into with Imagination Aero and Mudrick Capital, outlining future investment terms.
• 2024-12-23: First Supplemental Indenture — Maturity of Convertible Senior Secured Notes extended to 2028, and interest rates adjusted.
• 2025-01-01: Public Offering Closed — Raised $90 million in gross proceeds, bolstering the company's cash position for operations and development.
• 2025-07-01: Public Offering Closed — Raised $69 million in gross proceeds, further strengthening liquidity for ongoing Valo development.

Glossary

eVTOL

Electric Vertical Take-Off and Landing aircraft, a type of aircraft designed for vertical flight like a helicopter but powered by electricity. (Vertical Aerospace is developing an eVTOL aircraft, the Valo, which is central to its business model and future revenue generation.)

AAM

Advanced Air Mobility, a sector focused on developing and operating new types of aerial vehicles for passenger and cargo transport within urban and regional areas. (Vertical Aerospace operates within the AAM market, facing competition and regulatory hurdles specific to this emerging industry.)

FAA

Federal Aviation Administration, the U.S. agency responsible for regulating civil aviation. (Obtaining certification from the FAA is a critical step for Vertical Aerospace to operate its Valo aircraft commercially in the United States.)

EASA

European Union Aviation Safety Agency, the European agency responsible for civil aviation safety. (Similar to the FAA, EASA certification is essential for Vertical Aerospace to commercialize its aircraft in Europe.)

Convertible Senior Secured Notes

Debt instruments that can be converted into shares of the issuing company's stock under certain conditions, with senior secured status indicating a higher priority in repayment. (These notes represent a significant portion of Vertical Aerospace's debt, with terms and interest rates impacting the company's financial obligations and capital structure.)

PIK Interest

Payment-In-Kind interest, where interest is paid in the form of additional debt rather than cash. (The option for PIK interest on the Convertible Senior Secured Notes provides flexibility in cash management but increases the principal amount of the debt over time.)

Year-Over-Year Comparison

As Vertical Aerospace is in its pre-commercialization phase, the fiscal year 2025 results show no revenue, consistent with prior periods. The company continues to incur significant net losses due to substantial R&D expenses. Key changes from the previous year include successful capital raises totaling $159 million in 2025, significantly improving its cash position. New risks related to the extended maturity and increased interest rates on convertible notes have emerged, alongside the ongoing challenges of regulatory approval and market competition.

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share EVTL New York Stock Excha
• $100 m — ng an aggregate offering price of up to $100 million, from time to time to or through
• $115.00 — ordinary share at an exercise price of $115.00 per ordinary share (as adjusted for the
• $200,000,000 — 6 with an aggregate principal amount of $200,000,000 and bearing interest at a rate of 7.00%
• $100 million — ra Securities International, Inc. up to $100 million in aggregate gross purchase price of ou
• $90,000,000 — arrant, for aggregate gross proceeds of $90,000,000, which closed on January 24, 2025. " J
• $69 m — minating in aggregate gross proceeds of $69 million, before deducting underwriting di
• $10.00 — e PIPE Investors at a purchase price of $10.00 per ordinary share. " PIPE Investment
• $94,000,000 — eration of ninety-four million dollars ($94,000,000). " PIPE Investors " means those certa
• $50 million — owned by Stephen Fitzpatrick, of up to $50 million of (i) newly issued ordinary shares and
• $50.00 — ordinary share at an exercise price of $50.00 per ordinary share (as adjusted for the
• $6.00 — rchase one ordinary share at a price of $6.00 per ordinary share, subject to adjustme
• $7.50 — rchase one ordinary share at a price of $7.50 per ordinary share, subject to adjustme

Filing Documents

• evtl-20251231x20f.htm (20-F) — 3597KB
• evtl-20251231xex2d14.htm (EX-2.14) — 84KB
• evtl-20251231xex8d1.htm (EX-8.1) — 5KB
• evtl-20251231xex11d1.htm (EX-11.1) — 113KB
• evtl-20251231xex12d1.htm (EX-12.1) — 12KB
• evtl-20251231xex12d2.htm (EX-12.2) — 11KB
• evtl-20251231xex13d1.htm (EX-13.1) — 7KB
• evtl-20251231xex13d2.htm (EX-13.2) — 7KB
• evtl-20251231xex15d1.htm (EX-15.1) — 2KB
• evtl-20251231xex11d1001.jpg (GRAPHIC) — 4KB
• 0001104659-26-033487.txt ( ) — 14118KB
• evtl-20251231.xsd (EX-101.SCH) — 119KB
• evtl-20251231_cal.xml (EX-101.CAL) — 74KB
• evtl-20251231_def.xml (EX-101.DEF) — 409KB
• evtl-20251231_lab.xml (EX-101.LAB) — 773KB
• evtl-20251231_pre.xml (EX-101.PRE) — 661KB
• evtl-20251231x20f_htm.xml (XML) — 2685KB

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 8

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 8

Key Information

Item 3. Key Information 8 A. [Reserved] 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9

Information on the Company

Item 4. Information on the Company 51 A. History and Development of the Company 51 B. Business Overview 53 C. Organizational Structure 69 D. Property, Plants and Equipment 69

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 70

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 70 A. Operating Results 74 C. Research and Development, Patents and Licenses, etc. 86 D. Trend Information 86 E. Critical Accounting Estimates 87

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 87 A. Directors and Senior Management 87 B. Compensation 89 C. Board Practices 99 D. Employees 102 E. Share Ownership 103 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 103

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 103 A. Major Shareholders 103 B. Related Party Transactions 106 C. Interests of Experts and Counsel 111

Financial Information

Item 8. Financial Information 111 A. Consolidated Statements and Other Financial Information 111 B. Significant Changes 112

The Offer and Listing

Item 9. The Offer and Listing 112 A. Offer and Listing Details 112 B. Plan of Distribution 112 C. Markets 112 D. Selling Shareholders 112 E. Dilution 112 F. Expenses of the Issue 113

Additional Information

Item 10. Additional Information 113 A. Share Capital 113 B. Memorandum and Articles of Association 113 C. Material Contracts 113 D. Exchange Controls 113 E. Taxation 113 F. Dividends and Paying Agents 121 G. Statement by Experts 121 H. Documents on Display 121 I. Subsidiary Information 122 J. Annual Report to Security Holders 122

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 122

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 122 i Table of Contents PART II 122

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 122 Item14. Material Modifications to the Rights of Security Holders and Use of Proceeds 122

Controls and Procedures

Item 15. Controls and Procedures 123

[Reserved]

Item 16. [Reserved] 125

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 125

Code of Ethics

Item 16B. Code of Ethics 125

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 125

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 126

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 126

Change in Registrant's Certifying Accountant

Item 16F. Change in Registrant's Certifying Accountant 126

Corporate Governance

Item 16G. Corporate Governance 126

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure 126

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 126

Insider Trading Policies

Item 16J. Insider Trading Policies 126

Cybersecurity

Item 16K. Cybersecurity 127 PART III 128

Financial Statements

Item 17. Financial Statements 128

Financial Statements

Item 18. Financial Statements 128

Exhibits

Item 19. Exhibits 129

SIGNATURES

SIGNATURES 132 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii Table of Contents ABOUT THIS ANNUAL REPORT Except where the context otherwise requires or where otherwise indicated in this Annual Report on Form 20-F (the "Annual Report"), the terms "Vertical," the "Company," "we," "us," "our," "our company" and "our business" refer to Vertical Aerospace Ltd., together with its consolidated subsidiaries as a consolidated entity. SELECTED DEFINITIONS The following terms used in this Annual Report are defined below, unless where context otherwise requires: " 2021 Incentive Plan " means the Vertical Aerospace Ltd. 2021 Incentive Award Plan, as amended and restated, filed as Exhibit 4.3 to this Annual Report. " AAM " means advanced air mobility, with reference to the advanced air mobility market. " American " means American Airlines Inc. " American Commercial Warrant Shares " means the Ordinary Shares represented by Warrant B, Warrant C, Warrant D, Warrant E, Warrant F and Warrant G (as such terms are defined in the American Warrant Instrument) to be issued to American in accordance with the American Warrant Instrument. " American Warrant Instrument " means the warrant instrument entered into by Vertical immediately following the Closing, as amended and restated on July 15, 2022, pursuant to which, among other things, American received warrants exercisable for ordinary shares and shall receive additional warrants exercisable for ordinary shares upon placement of certain legally binding commitments for additional aircraft or payment of certain commitment fees. " Articles " means the amended and restated memorandum and articles of association of Vertical Aerospace Ltd. as in effect from time to time. " ATM " means the "at the market" equity offering program with Jefferies LLC, pursuant to which we may issue and sell our ordinary shares, having an aggregate offering price of up to $100 million, from time to time to or through Jefferies. " Avolon " mea

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