Vertical Aerospace Ltd. (EVTL) Form 424B5 — Aug 10, 2026

$EVTLForm 424B5Filed Aug 10, 2026, 9:32 AM ET0001104659-26-093116Original filing

Vertical Aerospace filed a 424B5 prospectus supplement registering the second $25 million tranche of its Series A convertible preferred program, selling 25,000 preferred shares plus up to 7,559 PIK shares to investor YA II PN, Ltd. at $960 per $1,000 stated value for expected net proceeds of roughly $23.75 million. The supplement also registers up to 54,446,488 ordinary shares issuable upon conversion, about 39% of the 138,390,307 shares outstanding, at a $0.598 floor price, with a $1.26 fixed conversion price for this tranche and an 18% per annum PIK dividend rate during trigger events.

Key figures

Cash Position: $66 million (£50 million) as of June 30, 2026
Gross Proceeds: $24 million purchase price ($25 million stated value); approximately $23.75 million net
Offering Price: $960 per $1,000 stated value Series A convertible preferred share
Shares Offered: up to 32,559 Series A convertible preferred shares (25,000 Second Tranche + up to 7,559 PIK Preferred Shares); up to 54,446,488 ordinary shares registered upon conversion
Shares Outstanding: 138390307
Conversion floor price: $0.598
Mudrick additional notes: $15 million issued to date; $35 million to be accelerated on or before August 12, 2026
Dilution to new investors: $0.43 per share
Registered direct august 2026: $35,000,001 of units (one ordinary share + one Tranche C warrant) at $1.05 per unit with Jefferies; ~$32.55 million net
Valo type certification target: 2029 (previously 2028)
Standby equity purchase agreement: $500 million over 36 months at 97% of VWAP; no advances to date
Last reported sale price aug7 2026: 1.36
Net tangible book value mar31 2026: $(16.2) million, or $(0.13) per share
Fixed conversion price second tranche: $1.26
Preferred purchase agreement capacity: $250 million in tranches up to $25 million each over 24 months
Pro forma shares if converted at floor: 192836795
Proposed notes conversion price change: from $3.50 to $1.30
Ordinary shares registered on conversion: 54446488
Pik dividend rate during triggering events: 18% per annum

Price after filing

1 day: +51.1%7 days: -10.9%30 days: -34.5%

Close on the filing date to close N calendar days later (from $0.90). Historical, not a forecast.

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