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6-K

Vertical Aerospace Ltd. (EVTL)

6-K 2025-09-17 For: 2025-09-17
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Added on April 11, 2026

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 September 2025

CommissionFile Number: 001-41169

Vertical Aerospace Ltd.

(Exact Name of Registrant as Specified in ItsCharter)

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

(Address of principalexecutive 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 September 17, 2025, Vertical Aerospace Ltd. (the “Company”) will host a Capital Markets Day in which it will provide an update on recent progress on execution of its strategy, improved revisions to its business plan, details of its manufacturing plans, and details on the anticipated capital necessary to achieve certification of its all-electric VX4 aircraft in 2028.

Progress on FlightPath 2030

In November 2024, the Company launched Flightpath 2030, its strategy for market leadership before the end of the decade through embedding a pioneering culture, redefining aerospace best practice, intelligent partnering and being safety obsessed. Flightpath 2030 set out defined goals for the Company to achieve by 2030.

Today, reflecting the Company’s subsequent progress and learnings, expected future aircraft upgrades, including to increase passenger capacity to up to six passengers, and in anticipation of having three distinguishable but complementary business lines comprising the all-electric VX4, the recently announced hybrid-electric variant, and aftermarket services, principally battery sales, the Company announces the following revised or new operational targets and financial projections:

Operational targets

· an increase in the target cumulative number of aircraft deliveries to its customers from at least 150 to at least 175 units by end<br>2030;
· an increase in the target annual aircraft production run-rate from 200 to greater than 225 units as at Q4 2030, collectively across<br>the VX4 and the hybrid-electric variant;
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· an increase in the target annual aircraft deliveries from 700 in the medium-term to approximately 900 units in 2035, collectively<br>across the VX4 and the hybrid-electric variant;
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· annual battery deliveries to reach approximately 45,000 units in 2035; and
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· expected regulatory certification of the hybrid-electric variant with the UK Civil Aviation Authority (the “CAA”) in 2029.
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The Company continues to work closely with the CAA as it progresses its piloted flight test campaign. The VX4’s final phase, piloted transition flight testing, is expected to be achieved by end 2025, with flight testing of the hybrid-electric variant targeted to begin in 2026.

Financial projections

The Company reiterates its intention to become sustainably cash generative and, assuming the achievement of the FlightPath 2030 milestones and certification of the VX4 in 2028, now projects:

· an increase in expected free cash flow from break-even in 2030, to achieve cash break-even by end 2029, with more than $100 million<br>of positive free cash flow in 2030;
· to generate approximately $1.0 billion consolidated annual revenues by 2030, at a gross profit margin of 20%, increasing to approximately<br>$10.7 billion consolidated annual revenues by 2035, at a gross profit margin of 40%;
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· expected 2030 revenue contribution by business line to be 72% VX4 aircraft sales (59% in 2035); 21% hybrid-electric aircraft sales<br>(16% in 2035); and 7% aftermarket services (25% in 2035); and
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· expected 2030 gross profit magin contribution by business line to be 60% VX4 aircraft (60% in 2035); 28% hybrid-electric aircraft<br>(12% in 2035); and 12% aftermarket services (28% in 2035).
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Manufacturing and Production

Vertical is headquartered in Bristol, England, one of the largest aerospace hubs in the United Kingdom, where it has its core engineering research and development facility. It also has a dedicated flight test centre located at Cotswold Airport in Kemble, England, and a battery development and testing facility in Avonmouth, England.

The Company today announces its intention to utilise a modular manufacturing model, under which the VX4 will effectively be kit assembled, allowing for smaller-scale, single production lines to meet orders and maintain full capacity to be scaled efficiently as demand grows.

To achieve this plan, the Company has confirmed its production facilities for initial low-rate production. These facilities are an expanded site at Cotswold Airport, located adjacent to its existing flight test centre, which will support the initial entry-into-service aircraft, with expected capacity to fulfill the production of greater than 25 VX4 aircraft annually. Vertical has signed a five-year lease for the initial phase of this expanded facility, as well as a letter of intent for the subsequent phase to build an additional permanent hangar, which will together take Vertical’s total footprint at the Airport to approximately 100,000 square feet.

Furthermore, the Company has signed Heads of Terms with the landlord of the existing battery development and testing facility for a purpose-built facility, adjacent to the existing battery centre, to provide capacity for battery production into 2030. This expansion will include an additional approximate 30,000 square feet, pursuant to a 15 year lease, with target occupation in 2026, bringing the Company’s total footprint at the battery centre to approximately 45,000 square feet.

The Company is evaluating the locations for its first full-rate aircraft and battery production sites, which it expects to confirm in 2026 with the intention for these sites to come online in line with its planned manufacturing ramp up.

Capital Resources

The Company expects its capital needs to continue to be significant in the foreseeable future as it expands its business and progresses towards certification of the all-electric VX4 aircraft.

It is currently estimated that the Company will require an additional approximately $700 million in capital pursuant to its base case plan of targeting VX4 certification in 2028.

This amount is comprised of (i) approximately $550 million in people and operating expenses, which is the core business expenditure, primarily driven by engineering resources and supporting infrastructure as well as manufacturing costs necessary for the pre-production, certification-ready aircraft; (ii) approximately $225 million in non-recurring engineering costs (NRCs) in connection with the Company’s signing its long-term supply contracts with its certification partners; (iii) approximately $75 million in capital expenditures, relating to aircraft assembly and battery facilities; (iv) hybrid powertrain development up to an assumed customer-funded contract; and (v) program contingency. The gross funding costs are expected to be partially offset by current cash in bank, as of August 31, 2025, excluding assumptions around future capital raises and income, including anticipated customer pre-delivery payments. The Company will continue to evaluate opportunities to reduce its net funding needs, by inflows from tax credits, customer pre-delivery payments, and government support.

Factsheet

A copy of a factsheet summarizing the key updates is furnished as Exhibit 99.1 hereto.

Press Release

On September 17, 2025, the Company issued a press release in relation to the Capital Markets Day and associated business updates, a copy of which is furnished as Exhibit 99.2 hereto.

Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K(the “Form 6-K”) contains forward-looking statements within the meaning of the Private Securities Litigation ReformAct of 1995. Any express or implied statements contained in this Form 6-K that are not statements of historical fact may bedeemed to be forward-looking statements, including, without limitation, statements regarding: the business strategy and plans andobjectives of management for future operations, including certification and the commercialization of the VX4 and the hybrid-electric VX4 variant and the timing thereof; capital expenditure requirements, which may be higher than anticipated; our ability andplans to raise additional capital to fund our operations; the differential strategy compared to our peer group; expectationssurrounding pre-orders and commitments; our future results of operations and financial position and expected financial performanceand operational performance, liquidity, growth and profitability strategies; our plans for capital expenditures; as well asstatements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “is/arelikely to” and similar statements of a future or forward-looking nature. These forward-looking statements reflect our currentviews with respect to future events and are not a guarantee of future performance. Forward-looking statements are neither promisesnor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially fromthose projected, including, without limitation:  we may not be able to raise funding throughequity securities on acceptable terms, or at all; if we are unable to raise additional capital when we need or want them or generatesufficient cash flows, we may not be able to compete successfully or may need to scale back investments, which could materiallyimpact our certification timeline, which would harm our business, results of operations, and financial condition; our limitedoperating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; certain underlyingagreements relating to the initial production facilities are non-binding and may be subject to change or termination. The targets,expectations and estimates included in this report were prepared by the Company’s management team based on informationavailable at the time such information was developed and reflects numerous assumptions, including those related to general business,economic, market, and financial conditions, as well as other factors that are difficult to predict and many of which are beyond theCompany’s control. The Company believes the assumptions underlying such targets, expectations and estimates were reasonable atthe time such information was prepared. However, important factors that may affect actual results and cause the results reflected insuch targets, expectations and estimates not to be achieved including, among other things, risks and uncertainties relating to theCompany’s business, industry performance, the regulatory environment, and general business and economic conditions, asdiscussed under the caption “Risk Factors” in the Company's Annual Report on Form 20-F filed with the U.S.Securities and Exchange Commission (“SEC”) on March 11, 2025, as such factors may be updated from time to time inthe Company’s other filings with the SEC. Any forward-looking statements contained in this Form 6- K speak only as of thedate hereof and accordingly undue reliance should not be placed on such statements. the Company disclaims any obligation orundertaking to update or revise any forward-looking statements contained in this Form 6-K, whether as a result of newinformation, future events or otherwise, other than to the extent required by applicable law.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (excluding Exhibits 99.1 and 99.2) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763 and File No. 333-287207) (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

Exhibit <br><br>No. Description
99.1 Factsheet of Vertical Aerospace Ltd. dated September 17, 2025
99.2 Press Release of Vertical Aerospace Ltd. dated September 17, 2025

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.

Vertical Aerospace Ltd.
Date: September 17, 2025 By: /s/ Stuart Simpson
Stuart Simpson
Chief Executive Officer

Exhibit 99.1

Babcock<br>American Airlines<br>Iberojet<br>Air Asia<br>Gözen Holding<br>Japan Airlines<br>Avolon<br>Air Greenland<br>Bristow<br>Marubeni<br>Kakao Mobility<br>Flying Group<br>GOL<br>Built to fly.<br>Ready to scale.<br>Capital Markets Day September 17 2025<br>Vertical at-a-glance<br>Unparalleled market<br>access and industry-leading order book<br>of ~1,500 pre-orders.<br>Well-defined path towards certification and beyond<br>European certification<br>enables global portability<br>Stuart Simpson<br>Chief Executive Officer<br>stuart.simpson@vertical-aerospace.com<br>Michael Cervenka<br>Chief Commercial & Strategy Officer<br>michael.cervenka@vertical-aerospace.com<br>David King<br>Chief Engineer<br>david.king@vertical-aerospace.com<br>Meet Vertical's presenters<br>Follow our progress Concurrent validation in UK & EU; followed swiftly<br>in US, Japan and Brazil.<br>Three distinguishable but complementary business lines<br>Industry-leading aircraft Proprietary battery technology<br>VX4 Electric Aircraft Aftermarket Services<br> → Industry's largest cabin and luggage compartment, allowing<br>for 70lbs of luggage per person<br> → Scalable from 4-6 passengers, improving operator economics<br> → Modular architecture for diverse missions<br> → Certified to the highest airline-level safety standards<br> → Hybrid aircraft to offer 1,000+ miles range / 2,400lbs payload<br> → Battery underpins electric and<br>hybrid aircraft<br> → 200Wh/kg pack-level system<br> → Conducted 200+ thermal runway<br>and drop tests<br> → Recurring revenue opportunity as<br>packs are replaced ~1x per year<br>PHASE 1 PHASE 2 PHASE 3 PHASE 4<br>Building and<br>Commissioning<br>Q4 2024 Q1 2025 Q2 2025<br>This Factsheet contains forward looking statements which involve risk and<br>uncertainties, and undue reliance should not be placed on such statements.<br>The targets, expectations and estimates included in this report were prepared by<br>the Company’s management team based on information available at the time and<br>reflects numerous assumptions. For more information, please see the “Risk Factors”<br>in the Company's Annual Report on Form 20-F filed with the U.S. Securities and<br>Exchange Commission on March 11, 2025, as such factors may be updated from<br>time to time in the Company’s other filings with the SEC.<br>Investor Relations LinkedIn<br>Piloted<br>Thrustborne<br>Piloted<br>Wingborne<br>Piloted Transition<br>Hybrid-Electric Aircraft<br>Up to 100 (1)<br>Up to 100(1)<br>At least 100(1)<br>Up to 250(1)<br>Up to 350 Up to 100 (2)<br>Up to 500<br>Up to 50<br>Partnership<br>Up to 100<br>MOU with Avolon<br>Up to 50<br>Up to 200<br>Expected Q4 2025<br>Note: Certain customer obligations are expected to be fulfilled via third-party agreements<br>(1) Orders placed via Avolon<br>(2) Pre-order for up to 50 VX4, with option to purchase up to 50 more
Cost discipline with clear<br>and achievable financial targets...<br>...Underpinned by modular and scalable<br>manufacturing plans<br>Strategic Roadmap<br>2030E Free<br>Cash Flow<br>Annual Revenue ($Bn)<br>2029E<br>25% 28%<br>16% 12%<br>59% 60%<br>2030E 2031E 2032E 2033E 2034E 2035E<br>2035E 2035E<br>2035E Annual Aircraft<br>Production<br>2035E Company Gross<br>Margins<br>Expected Revenue<br>Contribution by Business Line<br>Expected Gross Margin<br>Contribution by Business Line (%)<br>2025 YTD Progress... ...Informing 2030 Targets<br> → Piloted flight tests<br> → Hybrid-electric product<br>launch<br> → Certification aircraft supplier<br>contracts signed<br> → Confirmed manufacturing plans<br> → New facility to be built adjacent to<br>existing Flight Test Centre<br> → Brings Vertical's presence at<br>Cotswold Airport to ~100,000 sq ft<br> → Will fulfil initial production of >25<br>aircraft per year<br> → Year-end manufacturing run-rate of<br> >225-unit per annum (Q4-2030) (prev.<br>200), supported by 5-year leading<br>order book<br> → 175 (prev. 150) aircraft delivered<br> → Free cash flow positive (prev.<br>breakeven)<br> → Certify first major upgrade<br> → Battery facility to be built adjacent<br>to existing Vertical Energy Centre,<br>tripling battery footprint<br> → Facility will provide production<br>capacity into 2030<br>~9% ~20%<br>~40%<br>~$100M ~900 40%+<br>0.2 1.0<br>10.7<br>VX4<br>Hybrid<br>Battery<br>Gross<br>Margin<br>Expected $700M funding required through 2028 certification<br>Key Cash Outflow / Inflow Buckets 2025E-2028E ($M)<br>Note: Management Projections<br>(1) Current cash in bank as of August 31 2025, excludes assumptions around future capital raises<br>People &<br>Operating<br>Expenses<br>~550<br>~225<br>~75<br>~700<br>~150<br>Non-Recurring<br>Engineering<br>Capital<br>Expenditures<br>Current<br>Cash(1)<br>Other (2)<br>Working<br>Capital<br> & Grants<br>Total Required to<br>Certification<br>Aircraft Assembly Battery Manufacturing<br>(2) Income, including customer pre-delivery payments, offset by working capital, hybrid<br>powertrain development up to assumed customer-funded contract and contingency<br>Potential opportunity<br>to decrease burden via<br>government support
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Exhibit 99.2

Vertical Aerospace Announces ManufacturingFacilities and Updates on Path to Certification During Capital Markets Day

· Secures<br> initial VX4 aircraft assembly and battery production facilities to support certification<br> and early production
· Reiterates<br> clear path to certification in 2028 and shares $700 million spend requirement to certification
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· Provides<br> improved financial and operational targets for 2030 and beyond, reflecting momentum over<br> the past year, integration of the hybrid-electric business plan, and increased certainty<br> around supplier and manufacturing plans
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London, UK; New York, USA – September17, 2025 – Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering electric aviation, will host its Capital Markets Day today in New York City, beginning at 2:00 p.m. ET.

The event will provide key updates on the Company’s Flightpath 2030 business strategy, certification and manufacturing progress, and financial outlook. A live webcast for the event is available here.

Initial Production FacilitiesSecured

Vertical will announce its first manufacturing sites to support certification and early production:

· Aircraft assembly at expanded Cotswold Airport site – New facility adjacent<br> to existing Flight Test Centre will have capacity to produce 25+ VX4 aircraft annually<br> and brings Vertical’s total footprint at Cotswold Airport to ~100,000 sq ft.
· Battery production at expanded Avonmouth site - Adjacent to Vertical’s existing<br> Energy Centre, this new 30,000 sq ft battery facility will triple capacity for battery production.<br> This facility will provide production capacity into 2030 and brings Vertical’s total<br> Energy Centre footprint to ~45,000 sq ft.
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Locating both facilities alongside existing operations reduces integration risk, drives efficiency, and enables a seamless ramp from prototype through certification and initial production aircraft. Vertical continues to progress site selection for its full-rate production and battery facilities, with locations in the UK and beyond under consideration and a final decision expected in 2026, ready to meet Vertical’s subsequent manufacturing ramp up.

Efficient and Cost-EffectiveCertification Path

Vertical will reaffirm its plan to certify the all-electric VX4 by 2028, requiring $700 million in funding to reach this milestone.

Due to its focused OEM business model, low operating costs relative to the industry, efficient manufacturing plans and greater clarity of supplier costs, the Company is able to project requirements to reach certification by 2028. The approach of the UK Civil Aviation Authority (UK CAA) and European Union Aviation Safety Agency (EASA), who are collaborating on eVTOL certification safety standards, front-loads the certification process and minimizes late-stage surprises or delays, providing greater confidence to Vertical’s plans and timelines.

Updated Financial Outlook

Vertical will provide revised targets for 2030 and beyond, reflecting momentum over the past year, integration of the hybrid-electric business plan, and increased certainty around supplier and manufacturing plans:

· Deliveries: at<br> least 175 aircraft delivered cumulatively by 2030, versus prior guidance of at least 150.
· Manufacturing:<br> over 225-unit per annum manufacturing run-rate (Q4-2030), versus prior guidance of over 200-unit<br> per annum run-rate (Q4-2030), with plans to scale to target annual aircraft deliveries of<br> 900 in 2035, versus prior guidance of 700 aircraft deliveries in the medium-term.
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· Batteries: ~45,000 battery units delivered in 2035.
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· Margins: Consolidated<br> gross margin of 20% in 2030, rising to ~40% by 2035.
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· Cash Flow: over $100 million positive operating cash flow in 2030, versus prior guidance<br> of breakeven.
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‘Transition’ flighton track for year end

Vertical is on track to complete transition testing - the final stage of its piloted flight programme - by the end of 2025 and announced it will begin hybrid-electric flight testing in 2026.

Transition will demonstrate the VX4’s ability to shift seamlessly between vertical lift (“helicopter mode”) and wingborne flight (“airplane mode”). This 20-second piloted manoeuvre is the defining capability of tiltrotor eVTOLs, enabling operations from rooftops, vertiports and heliports. Completion will mark a major technical unlock, a key de-risking milestone on the path to certification and revenue generation.

Stuart Simpson, CEO of Vertical Aerospace,said: “Since launching Flightpath 2030, we’ve moved from ambition to execution. Piloted flight tests, the hybrid-electric programme, secured facilities, and greater cost visibility have meaningfully de-risked our plan and strengthened our financial outlook. With the final technical proof point - transition flight - anticipated by year-end, we now have a clear, efficient path to certification and commercialization at scale, positioning Vertical to lead the next era of electric flight.”

Capital Markets Day materials

Materials, including further detail on the Company’s financial projections, will be available on Vertical’s Investor Relations website.

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. Its VX4 is a piloted, four-passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical is also developing a hybrid-electric variant, offering increased range and mission flexibility to meet the evolving needs of the advanced air mobility market.

Vertical combines partnerships with leading aerospace companies, including GKN, Honeywell, and Aciturri, with its own proprietary battery and propeller technology to develop the world’s most advanced and safest eVTOL.

Vertical has c.1,500 pre-orders of the VX4, with customers across four continents, including American Airlines, Japan Airlines, GOL, and Bristow. Certain customer obligations are expected to be fulfilled via third-party agreements. Headquartered in Bristol, UK, Vertical’s experienced leadership team comes from top-tier aerospace and automotive companies such as Rolls-Royce, Airbus, 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 7878 357 463

Samuel Emden, Head of Investor Affairs – samuel.emden@vertical-aerospace.com – +44 7816 459 904

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 business strategy and plans and objectives of management for future operations, including certification and the commercialization of the VX4 and the hybrid-electric VX4 variant and the timing thereof; capital expenditure requirements, which may be higher than anticipated; our ability and plans to raise additional capital to fund our operations; the differential strategy compared to our peer group; expectations surrounding pre-orders and commitments; our future results of operations and financial position and expected financial performance and operational performance, liquidity, growth and profitability strategies; our plans for capital expenditures; as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “is/are likely to” and similar statements of a future or forward-looking nature. These forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. 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: we may not be able to raise funding through equity securities on acceptable terms, or at all; if we are unable to raise additional capital when we need or want them or generate sufficient cash flows, we may not be able to compete successfully or may need to scale back investments, which could materially impact our certification timeline, which would harm our business, results of operations, and financial condition; our limited operating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; certain underlying agreements relating to the initial production facilities are non-binding and may be subject to change or termination. The targets, expectations and estimates included in this report were prepared by the Company’s management team based on information available at the time such information was developed and reflects numerous assumptions, including those related to general business, economic, market, and financial conditions, as well as other factors that are difficult to predict and many of which are beyond the Company’s control. The Company believes the assumptions underlying such targets, expectations and estimates were reasonable at the time such information was prepared. However, important factors that may affect actual results and cause the results reflected in such targets, expectations and estimates not to be achieved including, among other things, risks and uncertainties relating to the Company’s business, industry performance, the regulatory environment, and general business and economic conditions, as discussed under the caption “Risk Factors” in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2025, as such factors may be updated from time to time in the Company’s 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.