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SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Vertical Aerospace Ltd.

(Name of Issuer)

Ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G9471C107

(CUSIP Number)

December 16, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G9471C107    Schedule 13G    Page 2 of 7

 

 

  1    

Names of Reporting Persons

 

American Airlines Group Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting Person

With

    5      

Sole Voting Power

 

0

   6   

Shared Voting Power

 

11,250,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

11,250,000

  9     

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,250,000

10   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

11   

Percent of Class Represented by Amount in Row 9

 

5.4%

12   

Type of Reporting Person

 

CO, HC

 

CUSIP No. G9471C107    Schedule 13G    Page 3 of 7

 

 

 

  1    

Names of Reporting Persons

 

American Airlines, Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting Person

With

    5      

Sole Voting Power

 

0

   6   

Shared Voting Power

 

11,250,000

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

11,250,000

  9     

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,250,000

10   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

11   

Percent of Class Represented by Amount in Row 9

 

5.4%

12   

Type of Reporting Person

 

CO

CUSIP No. G9471C107    Schedule 13G    Page 4 of 7

 

ITEM 1.

(a) Name of Issuer:

Vertical Aerospace Ltd. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

140-142 Kensington Church Street

London, United Kingdom W8 4BN

 

ITEM 2.

(a) Name of Person Filing:

This statement is filed on behalf of the following (each a “Reporting Person” and collectively, the “Reporting Persons”):

American Airlines Group Inc.

American Airlines, Inc.

(b) Address or Principal Business Office:

The address of each of the Reporting Persons is 1 Skyview Drive, Fort Worth, Texas 76155.

(c) Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized in the State of Delaware.

(d) Title of Class of Securities:

Ordinary shares, par value $0.0001 per share (“Shares”)

(e) CUSIP Number:

G9471C107

 

ITEM 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

ITEM 4.

Ownership.

(a)-(c)

The ownership information presented below represents beneficial ownership of Shares of the Issuer as of the date hereof based upon 209,135,382 Shares outstanding on December 16, 2021, according to the amended report on Form 6-K/A furnished by the Issuer on December 17, 2021.

 

Reporting Person    Amount
beneficially
owned		      Percent
of class:		     Sole power
to vote or
to direct
the vote:		      Shared power
to vote or
to direct
the vote:		      Sole power
to dispose or
to direct the
disposition of:		      Shared power
to dispose or
to direct the
disposition of:		  

American Airlines Group Inc.

      11,250,000        5.4 %      0        11,250,000        0        11,250,000  

American Airlines, Inc.

      11,250,000        5.4 %      0        11,250,000        0        11,250,000  

American Airlines, Inc. is the record holder of 11,250,000 Shares. American Airlines, Inc. is a wholly owned subsidiary of American Airlines Group Inc. As a result, American Airlines Group Inc. may be deemed to share beneficial ownership of the Shares held of record by American Airlines, Inc. American Airlines Group Inc. is a publicly traded company with common stock listed on the Nasdaq Global Select Market.

CUSIP No. G9471C107    Schedule 13G    Page 5 of 7

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. G9471C107    Schedule 13G    Page 6 of 7

 

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.

Date: December 21, 2021

 

AMERICAN AIRLINES GROUP INC.
By:  

/s/ Derek J. Kerr

Name:   Derek J. Kerr
Title:   Executive Vice President and Chief Financial Officer
AMERICAN AIRLINES, INC.
By:  

/s/ Derek J. Kerr

Name:   Derek J. Kerr
Title:   Executive Vice President and Chief Financial Officer

CUSIP No. G9471C107    Schedule 13G    Page 7 of 7

 

EXHIBIT INDEX

 

Exhibit No.    Description
99.1    Joint Filing Agreement
EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 21st day of December, 2021.

 

AMERICAN AIRLINES GROUP INC.
By:  

/s/ Derek J. Kerr

Name:   Derek J. Kerr
Title:   Executive Vice President and Chief Financial Officer

 

AMERICAN AIRLINES, INC.
By:  

/s/ Derek J. Kerr

Name:   Derek J. Kerr
Title:   Executive Vice President and Chief Financial Officer