6-K
Vertical Aerospace Ltd. (EVTL)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO SECTION 13A-16OR 15D-16
UNDER THE SECURITIESEXCHANGE ACT OF 1934
For the month of December2025
Commission File Number:001-41169
Vertical Aerospace Ltd.
(Exact Name of Registrantas Specified in Its Charter)
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 FORM6-K
Vertical Aerospace Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), hereby furnishes a circular to the Company’s shareholders as Exhibit 99.1, providing notice of an extraordinary general meeting (the “EGM”) to the Company’s shareholders, and including a letter to the Company’s shareholders and a form of proxy card in connection with the proposals sought to be adopted by the EGM.
On December 29, 2025, the Company issued a press release in relation to the calling of the EGM, a copy of which is furnished as Exhibit 99.2 hereto.
INCORPORATION BY REFERENCE
The information included in this Report on Form 6-K (excluding Exhibit 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statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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: December 29, 2025 | By: | /s/ Stuart Simpson |
| Stuart Simpson | ||
| Chief Executive Officer |
EXHIBIT INDEX
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Circular to Shareholders Relating to an Extraordinary General Meeting |
| 99.2 | Press release of Vertical Aerospace<br> Ltd. dated December 29, 2025 |
Exhibit 99.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOURIMMEDIATE ATTENTION.
VERTICAL AEROSPACE LTD.
Incorporated and registered in the Cayman Islands
(Company Registration No: 376116)
(the "Company")
Circular relating to an ExtraordinaryGeneral Meeting to consider, and if thought fit, pass the Resolutions detailed herein.
Notice of an Extraordinary General Meeting of Vertical Aerospace Ltd. to be held at 2:00 p.m. GMT on January 20, 2026 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom, for the sole purpose of considering and, if thought fit, passing the resolutions set out herein in Schedule A.
Only shareholders of record of the Company as of the close of business on December 29, 2025 are entitled to receive the notice of, and to vote at, the Extraordinary General Meeting. Each ordinary share of the Company, par value $0.001 per share (an “ordinary share”) entitles the holder thereof to one vote.
The accompanying form of proxy for use by shareholders should be completed and returned in accordance with the instructions printed thereon so as to be received by the Company (details for delivery below) as soon as possible. To be valid, all votes online or by phone must be received by 11:59 p.m. Eastern Time on January 19, 2026. All votes by mail must be received not less than 24 hours before the appointed time for the holding of the ExtraordinaryGeneral Meeting. Completion and return of the form of proxy by a shareholder will not preclude him, her or it from attending and voting in person at the Extraordinary General Meeting. In such event the relevant form of proxy will be deemed to be revoked.
VERTICAL AEROSPACE LTD.
Registered Office: Walkers Corporate Limited
190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands
December 29, 2025
To all shareholders of the Company
Dear Shareholder
On behalf of the Company, we are pleased to invite you to the Extraordinary General Meeting to be held at 2:00 p.m. GMT on January 20, 2026 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom. Only shareholders of record of the Company as of the close of business on December 29, 2025 are entitled to notice of, and to vote at, the Extraordinary General Meeting. Each ordinary share of the Company entitles the holder thereof to one vote.
The following proposals will be submitted to shareholders for approval at the Extraordinary General Meeting:
| 1. | To approve by ordinary resolution, with immediate effect, an increase to the authorized share capital<br>of the Company from (a) US$210,000, divided into 200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred<br>shares of a par value of US$0.001 each, to (b) US$1,010,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each<br>and 10,000,000 preferred shares of a par value of US$0.001 each (the "Authorized Share Capital Increase Proposal"); and |
|---|---|
| 2. | To approve by special resolution, with immediate effect, that the Company’s fourth amended and restated<br>memorandum and articles of association be replaced by the fifth amended and restated memorandum and articles of association of the Company<br>in order to revise the provisions relating to the authorized share capital of the Company in the memorandum of association from (a) “US$210,000,<br>divided into 200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each”<br>to (b) “US$1,010,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares<br>of a par value of US$0.001 each” (the “Memorandum Alteration Proposal”). |
The Board of Directors of the Company (the “Board”) unanimously recommends a vote “for” the Authorized Share Capital Increase Proposal and the Memorandum Alteration Proposal. The foregoing items of business are more fully described below in this Circular, and we encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board to increase the authorized share capital of the Company and adopt the proposed alteration to the memorandum of association by approving the Authorized Share Capital Increase Proposal and the Memorandum Alteration Proposal.
We value and thank you for your continued support and look forward to welcoming you to our Extraordinary General Meeting on January 20, 2026.
Yours faithfully
The Board
For and on behalf of
VERTICAL AEROSPACE LTD.
2
SCHEDULEA
VERTICAL AEROSPACE LTD.
incorporated in the Cayman Islands
(Company Registration No.: 376116)
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
OF THE SHAREHOLDERS OF THE COMPANY
NOTICE is hereby given that an Extraordinary General Meeting of Vertical Aerospace Ltd. (the “Company”) will be held at 2:00 p.m. GMT on January 20, 2026 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom, for the sole purpose of considering and, if thought fit, passing the following resolutions:
Ordinary Resolution:
RESOLVED BY ORDINARYRESOLUTION THAT:
with immediate effect, the authorized share capital of the Company be increased from (a) US$210,000, divided into 200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each, to (b) US$1,010,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each
(the “AuthorizedShare Capital Increase Proposal”).
Special Resolution:
RESOLVED BY SPECIAL RESOLUTIONTHAT:
with immediate effect, the existing fourth amended and restated memorandum and articles of association of the Company be replaced by the fifth amended and restated memorandum and articles of association of the Company in the form presented to the Extraordinary General Meeting in order to revise the provisions relating to the authorized share capital of the Company in the memorandum of association from (a) “US$210,000, divided into 200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each” to (b) “US$1,010,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each”
(the “MemorandumAlteration Proposal”)
The purpose of the Authorized Share Capital Increase Proposal is to ensure that there is a sufficient number of ordinary shares in reserve to satisfy the Company’s current contingent obligations to issue ordinary shares, as well as any anticipated future issuances of ordinary shares, which will provide the Company with increased flexibility in meeting future corporate needs and requirements.
The purpose of the Memorandum Alteration Proposal is to conform the provisions of the Company's memorandum of association relating to the authorized share capital of the Company with, if adopted, the increase to the authorized share capital in accordance with the Authorized Share Capital Increase Proposal. The proposed fifth amended and restated memorandum and articles of association of the Company will otherwise be in the same form as the current amended and restated memorandum and articles of association of the Company.
Dated this 29^th^ day of December 2025
By Order of the Board.
Notes:
| 1. | To cast your vote, you may: |
|---|---|
| · | Attend and vote at the Extraordinary General<br>Meeting in person; |
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| · | Vote online. The web address for online voting<br>is www.proxyvote.com and is also on the enclosed proxy card. Online voting is available 24 hours a day; |
| · | Vote by phone. Use any touch-tone telephone to<br>transmit your voting instructions by calling 1-800-690-6903; or |
| · | Vote by mail. Mark, sign and date the enclosed<br>proxy card, return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,<br>NY 11717. |
| · | If you choose to vote online, you do not need<br>to return the proxy card. |
| 2. | To be valid, all votes online or by phone must be received by 11:59 p.m. Eastern Time on January 19, 2026.<br>All votes by mail must be received not less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting. |
| --- | --- |
| 3. | A shareholder of the Company entitled to attend and vote at the above Extraordinary General Meeting is<br>entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. |
| 4. | A shareholder of the Company which is a corporation is entitled to appoint its authorized representative<br>or proxy to vote on its behalf. |
| 5. | When signing as attorney, executor, administrator, or other fiduciary, the proxy must include the full<br>title as such. |
| 6. | In the case of joint shareholders, each owner should sign personally. All holders must sign. |
| 7. | If the shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to<br>appoint the chairman of the meeting to act for them. |
| 8. | Every shareholder shall have one vote for each share in the Company he, she or it holds. Unless the shareholder<br>indicates to the contrary, all votes in respect of his shareholding will be cast in the same way. Any alterations made on the proxy form<br>must be initialled. |
| 9. | If the proxy form is returned without any indication as to how the person appointed proxy shall vote (including<br>as to any other matter coming before the meeting), the proxy will exercise his or her discretion as to how he or she votes or whether<br>he or she abstains from voting. If the shareholder returns the proxy form appointing the chairman of the meeting to act for them without<br>any further indication as to how the chairman should vote, it shall be assumed that they wish to vote in accordance with the Board’s<br>recommendations. |
| 10. | The proxy may vote at his or her discretion on any other business as may properly come before the Meeting<br>or any adjournment or postponement thereof. |
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary General Meeting and/or any adjournment or postponement thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Extraordinary General Meeting (including any adjournment or postponement thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Extraordinary General Meeting (including any adjournment or postponement thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.
4
| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date<br>TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:<br>KEEP THIS PORTION FOR YOUR RECORDS<br>DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.<br>V82543-[TBD]<br>For Against Abstain<br>! ! !<br>! ! !<br>1. To approve by ordinary resolution, with immediate effect, an increase to the authorized share capital of the Company from (a) US$210,000, divided into<br>200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each, to (b) US$1,010,000,<br>divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each.<br>2. To approve by special resolution, with immediate effect, that the Company's fourth amended and restated memorandum and articles of association be<br>replaced by the fifth amended and restated memorandum and articles of association of the Company in order to revise the provisions relating to the<br>authorized share capital of the Company in the memorandum of association from (a) “US$210,000, divided into 200,000,000 ordinary shares of a par<br>value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each” to (b) “US$1,010,000, divided into 1,000,000,000 ordinary<br>shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each”.<br>VERTICAL AEROSPACE LTD.<br>The Board of Directors recommends you vote “FOR” the following proposals:<br>Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,<br>administrator, or other fiduciary, please give full title as such. Joint owners should each sign<br>personally. All holders must sign. If a corporation or partnership, please sign in full corporate<br>or partnership name by authorized officer.<br>SCAN TO<br>VERTICAL AEROSPACE LTD.<br>VIEW MATERIALS & VOTEw C/O INVESTOR RELATIONS<br>UNIT 1 CAMWAL COURT, CHAPEL STREET<br>BRISTOL, BS2 0UW<br>UNITED KINGDOM<br>VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above<br>Use the Internet to transmit your voting instructions and for electronic delivery<br>of information up until 11:59 p.m. Eastern Time on January 19, 2026. Have your<br>proxy card in hand when you access the web site and follow the instructions to obtain your<br>records and to create an electronic voting instruction form.<br>ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS<br>If you would like to reduce the costs incurred by our company in mailing proxy materials,<br>you can consent to receiving all future proxy statements, proxy cards and annual reports<br>electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the<br>instructions above to vote using the Internet and, when prompted, indicate that you agree<br>to receive or access proxy materials electronically in future years.<br>VOTE BY PHONE - 1-800-690-6903<br>Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.<br>Eastern Time on January 19, 2026. Have your proxy card in hand when you call and then<br>follow the instructions.<br>VOTE BY MAIL<br>Mark, sign and date your proxy card and return it in the postage-paid envelope we have<br>provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,<br>NY 11717. All votes by mail must be received not less than 24 hours before the time appointed<br>for the holding of the extraordinary general meeting. |
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| V82544-[TBD]<br>Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting:<br>The circular to the Company's shareholders is available at www.proxyvote.com.<br>VERTICAL AEROSPACE LTD.<br>EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS<br>JANUARY 20, 2026 2:00 PM GMT<br>THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS<br>The shareholder(s) hereby appoint(s) the Chairman of the Extraordinary General Meeting, as proxy, each with the power to appoint<br>(his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all<br>of the ordinary shares of Vertical Aerospace Ltd. that the shareholder(s) is/are entitled to vote at the Extraordinary General Meeting<br>of Shareholders to be held at 2:00 p.m. GMT, on Tuesday, January 20, 2026 at Unit 1 Camwal Court, Chapel Street, Bristol,<br>BS2 0UW, United Kingdom, and any adjournment or postponement thereof.<br>This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this<br>proxy will be voted in accordance with the Board of Directors' recommendations.<br>Continued and to be signed on reverse side |
| --- |
Exhibit 99.2
VERTICAL CALLS EXTRAORDINARY GENERAL MEETING
London, UK & New York, USA | December 29,2025 — Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL), a global aerospace and technology company that is pioneering electric aviation, today announced it will hold an Extraordinary General Meeting (“EGM”) at 2:00 p.m. GMT on January 20, 2026 at the offices of the Company: Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW, United Kingdom. The Company is convening the EGM for the sole purpose of submitting to the shareholders to consider and, if thought fit, pass resolutions relating to an increase in the authorized share capital of the Company.
The Company has furnished a circular to its shareholders, providing notice of the EGM, and including a form of proxy card in connection with the proposals sought to be adopted by the EGM, which is attached as an exhibit to a current report on Form 6-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 29, 2025.
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. Valo 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 Honeywell, Syensqo 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 Valo, with customers across four continents, including American Airlines, Avolon, Bristow, GOL and Japan Airlines. 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 [email protected] +44 7878 357 463
Samuel Emden, Head of Investor Affairs [email protected] +447816 459 904
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 announced extraordinary general meeting; the certification and the commercialization of the Valo aircraft and the timing thereof; the design and manufacture of the Valo aircraft; the features and capabilities of the Valo aircraft; the business strategy and plans and objectives of management for future operations; the assumptions underlying the Company’s goals, including Flightpath 2030; the differential strategy compared to our peer group; expectations surrounding pre-orders and commitments; 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. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the important factors discussed under the caption “Risk Factors” in the Company's Annual Report on Form 20-F filed with the 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. The Company disclaims 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.