SCHEDULE 13D

CUSIP No.

G9471C107

Name of reporting person

Fitzpatrick Stephen James

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,286,923.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 15,286,923.00
10	Shared Dispositive Power 5,200,000.00

Aggregate amount beneficially owned by each reporting person

20,486,923.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

22.88 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 ordinary shares, par value $0.001 per share ('Ordinary Shares'), issuable to Imagination Aero Investment Ltd. ('Imagination Aero') upon the exercise of outstanding warrants held by Imagination Aero (the 'Warrants') and (ii) 200,000 Ordinary Shares held by Imagination Aero. Stephen Fitzpatrick ('SF') is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to Vertical Aerospace Ltd.'s (the 'Issuer') one-for-ten reverse stock split of the Ordinary Shares effected on September 20, 2024 (the 'Reverse Split'). The percentage used herein is calculated based on 84,552,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering of Units, as reported on Form 424(b)(5) filed on January 23, 2025, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.

SCHEDULE 13D

CUSIP No.

G9471C107

Name of reporting person

IMAGINATION AERO INVESTMENT LTD.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,200,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,200,000.00

Aggregate amount beneficially owned by each reporting person

5,200,000.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

5.81 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of outstanding Warrants and (ii) 200,000 Ordinary Shares held by Imagination Aero. SF is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to the Reverse Split. The percentage used herein is calculated based on 84,552,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering of Units, as reported on Form 424(b)(5) filed on January 23, 2025, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares, par value $0.001 per share

(b)

Name of Issuer:

Vertical Aerospace Ltd.

(c)

Address of Issuer's Principal Executive Offices:

UNIT 1 CAMWAL COURT, CHAPEL STREET, BRISTOL, UNITED KINGDOM , BS2 0UW.

Item 1 Comment:

EXPLANATORY NOTE - This Amendment No. 4 to the statement on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission on March 22, 2024, as amended by Amendment No. 1 filed on November 25, 2024, Amendment No. 2 filed on December 17, 2024 and Amendment No. 3 filed on December 26, 2024 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), which relates to the ordinary shares, par value $0.001 per share (the "Ordinary Shares"), of Vertical Aerospace Ltd., a Cayman islands exempted company incorporated with limited liability (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. All share numbers reported in this Amendment give effect to the Issuer's one-for-ten reverse stock split of its Ordinary Shares effected on September 20, 2024.

Item 4.

Purpose of Transaction

Item 4 is hereby amended by amending and restating the second paragraph of the Original Schedule 13D as follows: On January 30, 2025, SF resigned from the Issuer's board of directors (the "Board") and the Vertical Aerospace Group Limited's ("VAGL") board of directors (the "VAGL Board"). SF's resignation from the Board and the VAGL Board does not affect the underlying rights under the December 2024 Transaction Documents (as defined in the Original Schedule 13D) of SF to serve on the Board and the VAGL Board so long as any of the SF Parties beneficially owns more than 3% of the issued and outstanding Ordinary Shares and, at any future time at which SF holds a directorship position, to appoint one representative (who may act and vote on behalf of SF by way of proxy) for meetings of the Board or the VAGL Board, as applicable, if SF is unable to attend a meeting of the Board or the VAGL Board, respectively.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fitzpatrick Stephen James

Signature:	/s/ Stephen Fitzpatrick
Name/Title:	Stephen Fitzpatrick
Date:	01/31/2025

IMAGINATION AERO INVESTMENT LTD.

Signature:	/s/ Stephen Fitzpatrick
Name/Title:	Stephen Fitzpatrick
Date:	01/31/2025