United States securities and exchange commission logo
October 5, 2021
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
140-142 Kensington Church Street
London, W8 4BN
United Kingdom
Re: Vertical Aerospace
Ltd.
Amendment No. 2 to
Registration Statement on Form F-4
Filed September 20,
2021
File No. 333-257785
Dear Mr. Fitzpatrick:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 9, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed September
20, 2021
Summary Unaudited Pro Forma Condensed Combined Financial Information,
page 53
1. It appears to us that
the pro forma net loss per share, basic and diluted, for the six months
ended June 30, 2021, is
(0.04) under both redemption scenarios. Please revise your
registration statement
accordingly.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 169
2. Please revise your pro
forma statements of operations, for each period presented, to
include historical
earnings per share for Vertical and Broadstone pursuant to Rule 11-
02(a)(9)(i) of
Regulation S-X.
Stephen Fitzpatrick
Vertical Aerospace Ltd.
October 5, 2021
Page 2
Unaudited Condensed Consolidated Financial Statements of Vertical Aerospace
Group Ltd.
8 Share capital, page F-10
3. For each of the share-based transactions in 2021, please expand your
footnote to provide
the disclosures required by paragraphs 46 and 47(b) of IFRS 2.
Audited Consolidated Financial Statements of Vertical Aerospace Group Ltd.
24 Financial risk management and impairment of financial assets
Credit risk and impairment, page F-41
4. We note your response to prior comment nine. It appears to us that your
disclosure, in the
first sentence of the third paragraph, should read "..at that point the
amounts considered
irrecoverable are moved to the allowance account to be written off
against the trade
receivables directly." Please revise your footnote and the corresponding
disclosure on
page 229.
Item 21. Exhibits and Financial Statement Schedules, page II-1
5. Exhibit 5.1 indicates that it is subject to review and amendment. Please
have counsel file
a completed legal opinion in a pre-effective amendment. In addition, we
note that counsel
limits the opinion to purchasers of the Units pursuant to the
Registration Statement, but
that "Units" has not been defined. Please have counsel revise to clarify
that investors are
entitled to rely on the opinion.
You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
FirstName LastNameStephen Fitzpatrick
Division of
Corporation Finance
Comapany NameVertical Aerospace Ltd.
Office of
Manufacturing
October 5, 2021 Page 2
cc: Robbie McLaren, Esq.
FirstName LastName