SecProbe.io

CORRESP
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 filename1.htm

 Vertical Aerospace Ltd.

 Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
+44 117 471-0150

 May 14, 2025

 VIA EDGAR AND E-MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:
 Bradley Ecker

 Re:
 Vertical Aerospace
 Ltd.

 Registration Statement
 on Form F-3

 File No. 333-287207

 To the addressees set forth above:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
 " Act "), we hereby request acceleration of the effective date of the Registration Statement on Form F-3
(File No. 333-287207) (the " Registration Statement ") of Vertical Aerospace Ltd. (the " Company ").
We respectfully request that the Registration Statement become effective as of 4:01 p.m., Eastern Time, on May 16, 2025, or as soon
as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling Jennifer Gascoyne at +44.20.7710.1029.

 Thank you for your assistance in this matter.

 [ signature page follows ]

 Very truly yours,

 Vertical Aerospace Ltd.

 By:
 /s/
 Stuart Simpson

 Name: Stuart Simpson

 Title: Chief Executive Officer

 cc: (via email)
 Sanjay Verma, Vertical Aerospace Ltd.
 Robbie McLaren, Latham & Watkins (London) LLP
 Jennifer Gascoyne, Latham & Watkins (London) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

Sanjay Verma
General Counsel
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom

 Re: Vertical Aerospace Ltd.
 Registration Statement on Form F-3
 Filed on May 13, 2025
 File No. 333-287207
Dear Sanjay Verma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Vertical Aerospace Ltd.

 Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
+44 117 471-0150

 March 25, 2025

 VIA EDGAR AND E-MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Evan Ewing
Jay Ingram

 Re:
 Vertical Aerospace Ltd.
Registration Statement on Form F-3
File No. 333-284763

 To the addressees set forth above:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
 " Act "), we hereby request acceleration of the effective date of the Registration Statement on Form F-3
(File No. 333-284763) (the " Registration Statement ") of Vertical Aerospace Ltd. (the " Company ").
We respectfully request that the Registration Statement become effective as of 4:01 p.m., Eastern Time, on March 27, 2025, or as
soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

 Thank you for your assistance in this matter.

 [ signature page follows ]

 Very truly yours,

 Vertical Aerospace Ltd.

 By:
 /s/ Stuart Simpson

 Name:
 Stuart Simpson

 Title:
 Chief Executive Officer

 cc: (via email)
Sanjay Verma, Vertical Aerospace Ltd.
Robbie McLaren, Latham & Watkins (London) LLP 
David Stewart, Latham & Watkins (London) LLP

CORRESP
 1
 filename1.htm

 Vertical Aerospace Ltd.

 Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
+44 117 471-0150

 March 11, 2025

 VIA EDGAR AND E-MAIL

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Evan Ewing
 Jay Ingram

 Re: Vertical
 Aerospace Ltd.

 Registration Statement on Form F-3

 Filed February 7, 2025

 File No. 333-284763

 To the addressees set forth above:

 On behalf of Vertical Aerospace
Ltd. (the " Company "), we have set forth below our response to the comment of the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") contained in its comment letter dated February 20,
2025 with respect to the Registration Statement on Form F-3 (File No. 333-284763), filed with the Commission on February 7,
2025 (the " Registration Statement "). An electronic version of the Company Pre-Effective Amendment No. 1
(" F-3/A No. 1 ") to the Registration Statement, which has been revised to address the Staff's comment
to the Registration Statement, has been concurrently filed with the Commission through its EDGAR system.

 For your convenience, the
text of the Staff's comment is set forth below in bold and italics, followed by the Company's response. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 Registration Statement on Form F-3

 General

 1. We note that this
 Form F-3, among other things, constitutes a post-effective amendment to a Form F-3
 (File No. 333-275430), initially declared effective on November 16, 2023, yet you
 have omitted the disclosure required by the form and Regulation S-K as it pertains to that
 offering. Please revise the registration statement to include the full information that currently
 would be required in a prospectus relating to all offerings that it covers. Refer to Rule 429
 under the Securities Act of 1933, as amended.

 Response:

 The Company acknowledges the Staff's
comment and respectfully advises the Staff that it has amended the prospectus included in the Registration Statement to supplement the
disclosures therein to include the following (with page numbers referring to the F-3/A No. 1) in respect of the ordinary shares
issuable upon exercise of the Tranche A Warrants and the Tranche B Warrants, which ordinary shares were initially registered
under the Prior Registration Statements in connection with an offering of Units of the Company (each Unit consisting of (i) one
ordinary share of the Company, (ii) one-half of one Tranche A Warrant to purchase one ordinary share and (iii) one-half
of one Tranche B Warrant to purchase one ordinary share) pursuant to the prospectus supplement dated January 22, 2025, and
are being transferred to the Registration Statement pursuant to Rule 429 under the Securities Act:

 · Cover
 page and page 9: Reason for the Offer and Use of Proceeds (Form F-3 Item 4;
 Form 20-F Item 3.C);

 · Page 7:
 Risk Factors (Form F-3 Item 3; Regulation S-K Item 105);

 · Pages 10-12:
 Dilution (Form F-3 Item 4; Form 20-F Item 10.E);

 · Pages 25-27:
 Description of Securities Other than Equity Securities (Form F-3 Item 4; Form 20-F
 Item 12) 1 ;

 · Pages 30-34:
 Taxation (Form F-3 Item 4; Form 20-F Item 10.E); and

 · Page 40:
 Expenses of the issue (Form F-3 Item 4; Form 20-F Item 9.F).

 Furthermore, the Company respectfully
advises the Staff that it has updated its disclosure included in the Registration Statement under the section entitled " Capitalization "
(addressing Form F-3 Item 4; Form 20-F Item 3.B) to include actual values as of December 31, 2024..

 *    *
    *    *

 1 Although
 the Tranche A Warrants and the Tranche B Warrants themselves are not being offered
 by the Registration Statement, information regarding the terms of the Tranche A Warrants
 and the Tranche B Warrants, each of which constitute registered securities, could be
 relevant to investors in respect of the issuance and sale of the ordinary shares underlying
 the Tranche A Warrants and the Tranche B Warrants.

 2

 We hope that the foregoing
has been responsive to your comments. Please do not hesitate to contact me by telephone at +44 117 471-0150 with any questions or comments
regarding this correspondence.

 Very truly yours,

 Vertical Aerospace Ltd.

 By: /s/
 Stuart Simpson

 Name:
 Stuart Simpson

 Title:
 Chief Executive Officer

 cc:
 (via email) Sanjay Verma, Vertical Aerospace Ltd. Robbie McLaren, Latham & Watkins (London) LLP David Stewart,
 Latham & Watkins (London) LLP

 3

February 20, 2025
Sanjay Verma
General Counsel
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street,
Bristol BS2 0UW
United Kingdom
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-3
Filed February 7, 2025
File No. 333-284763
Dear Sanjay Verma:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that this Form F-3, among other things, constitutes a post-effective
amendment to a Form F-3 (File No. 333-275430), initially declared effective on
November 16, 2023, yet you have omitted the disclosure required by the form and
Regulation S-K as it pertains to that offering.  Please revise the registration statement
to include the full information that currently would be required in a prospectus
relating to all offerings that it covers. Refer to Rule 429 under the Securities Act of
1933, as amended.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence

February 20, 2025
Page 2
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

+44 117 457 2094

November 15, 2023

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Re:
    Vertical Aerospace
    Ltd.

    Registration Statement on Form F-3 (File No. 333-275430)

Ladies and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
 “Act”), we hereby request acceleration of the effective date of the Registration Statement on Form F-3
(File No. 333-275430) (the “Registration Statement”) of Vertical Aerospace Ltd. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on November 16, 2023, or
as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

    Very truly yours,

    Vertical Aerospace Ltd.

    By:
    /s/ Stuart Simpson

    Name: Stuart Simpson

    Title: Chief Financial Officer

 cc: (via email)

Sanjay Verma, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David Stewart, Latham & Watkins (London) LLP

United States securities and exchange commission logo
November 14, 2023
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-3
Filed November 9, 2023
File No. 333-275430
Dear Stephen Fitzpatrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

+44 117 457 2094

March 28, 2023

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Gregory Herbers

    Re:
    Vertical Aerospace Ltd.

    Registration Statement on Form F-3 (File No. 333-270756)

Ladies and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
we hereby request acceleration of the effective date of the Registration Statement on Form F-3 (File No. 333-270756) (the “Registration
Statement”) of Vertical Aerospace Ltd. (the “Company”). We respectfully request that the Registration
Statement become effective as of 4:00 p.m., Eastern Time, on March 30, 2023, or as soon as practicable thereafter. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

    Very truly yours,

    Vertical Aerospace Ltd.

    By:
    /s/ John Martin

    Name: John Martin

    Title: Chief Financial Officer

 cc: (via email)

Sanjay Verma, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David Stewart, Latham & Watkins (London) LLP

United States securities and exchange commission logo
March 28, 2023
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-3
Filed March 22, 2023
File No. 333-270756
Dear Stephen Fitzpatrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       J. David Stewart

CORRESP
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Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

+44 117 457 2094

August 16, 2022

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Re:
    Vertical Aerospace Ltd.

    Registration Statement on Form F-1 (File No. 333-266643)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby request
acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-266643) (the “Registration Statement”)
of Vertical Aerospace Ltd. (the “Company”). We respectfully request that the Registration Statement become effective
as of 4:00 p.m., Eastern Time, on August 18, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Latham & Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

    Very truly yours,

    Vertical Aerospace Ltd.

    By:
       /s/ Vincent Casey

    Name: Vincent Casey

    Title: Chief Financial Officer

 cc: (via email)

Sanjay Verma, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

 David Stewart, Latham & Watkins
(London) LLP

United States securities and exchange commission logo
August 15, 2022
Jill Bier
Head of Legal
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street,
Bristol BS2 0UW
United Kingdom
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-1
Filed August 8, 2022
File No. 333-266643
Dear Ms. Bier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       J. David Stewart

CORRESP
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Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street,

Bristol BS2 0UW

United Kingdom

+44 117 457 2094

May 5, 2022

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Re:
    Vertical Aerospace Ltd.

    Registration
Statement on Form F-1 (File No. 333-264601)

Ladies and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
 “Act”), we hereby request acceleration of the effective date of the Registration Statement on Form F-1
(File No. 333-264601) (the “Registration Statement”) of Vertical Aerospace Ltd. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on May 9, 2022, or as soon
as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

    Very truly yours,

    Vertical Aerospace Ltd.

    By:
    /s/ Vincent Casey

    Name: Vincent Casey

    Title: Chief Financial Officer

 cc: (via email)
 Sanjay Verma, Vertical Aerospace Ltd.
 Robbie McLaren, Latham & Watkins (London) LLP

                                                               David Stewart, Latham & Watkins (London) LLP

United States securities and exchange commission logo
May 5, 2022
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
Re:Vertical Aerospace Ltd.
CIK 0001867102
Form F-1 filed May 2, 2022
File No. 333-264601
Dear Mr. Fitzpatrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Vertical Aerospace Ltd.

140-142 Kensington Church Street

London, W8 4BN

United Kingdom

+44 117 457 2094

January 25, 2022

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

  Attention:
  Gregory Herbers

  Re:
  Vertical Aerospace Ltd.

Registration Statement on Form F-1 (File No. 333-262207)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby request
acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-262207) (the “Registration Statement”)
of Vertical Aerospace Ltd. (the “Company”). We respectfully request that the Registration Statement become effective
as of 4:00 p.m., Eastern Time, on January 27, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Latham & Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

  Very truly yours,

  Vertical Aerospace Ltd.

  By:
  /s/ Vincent Casey

  Name: Vincent Casey

  Title: Chief Financial Officer

  cc:
  (via email)
 Sanjay Verma, Vertical Aerospace Ltd.
 Robbie McLaren, Latham & Watkins (London) LLP

 David Stewart, Latham & Watkins (London) LLP

United States securities and exchange commission logo
January 24, 2022
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
140-142 Kensington Church Street
London, W8 4BN
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-1
Filed January 18, 2022
File No. 333-262207
Dear Mr. Fitzpatrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Stewart

CORRESP
1
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Vertical Aerospace Ltd.

140-142 Kensington Church Street

London, W8 4BN

United Kingdom

+44 117 457 2094

November 29,
2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Erin Purnell

    Thomas Jones

    Kevin Stertzel

    Dale Welcome

    Re:
    Vertical Aerospace Ltd.

    Registration Statement on Form F-4 (File No. 333-257785)

Ladies and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended
(the “Act”), we hereby request acceleration of the effective date of the Registration Statement on Form F-4
(File No. 333-257785), as amended (the “Registration Statement”) of Vertical Aerospace Ltd. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on December 1, 2021, or as soon
as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham &
Watkins LLP, by calling David Stewart at +1 (405) 933-4988.

Thank you for your assistance in this matter.

[signature page follows]

    Very truly yours,

    Vertical Aerospace Ltd.

    By:
    /s/ Vincent Casey

    Name: Vincent Casey

    Title: Chief Financial Officer

 cc: (via email)

Stephen Fitzpatrick, Vertical Aerospace Ltd.

Michael Cervenka, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David A. Sakowitz, Winston & Strawn LLP

Michael J. Blankenship, Winston & Strawn LLP

Paul Amiss, Winston & Strawn (London) LLP

CORRESP
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filename1.htm

    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000  Fax: +44(0)20.7374.4460

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    November 22, 2021

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    VIA EDGAR

    Houston
    Silicon Valley

    United States Securities and Exchange Commission

    London
    Singapore

    Division of Corporation Finance
    Los Angeles
    Tokyo

    100 F Street, N.E.
    Madrid
    Washington, D.C.

    Washington, D.C. 20549-6010

    Milan

    Attention:

    Erin Purnell

    Thomas Jones

    Kevin Stertzel

    Dale Welcome

 Re: Vertical Aerospace Ltd.

                                            Registration Statement on Form F-4

                                            Filed on November 17, 2021

                                            CIK No. 0001867102

On behalf of Vertical Aerospace Ltd. (the “Company”),
we are hereby submitting an amended Registration Statement on Form F-4 (“Amendment No. 6”). The Company
previously submitted a Registration Statement on Form F-4 with the United States Securities and Exchange Commission (the “Commission”)
on July 9, 2021 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration
Statement on August 24, 2021 (“Amendment No. 1”), Amendment No. 2 to the Registration Statement
on September 20, 2021 (“Amendment No. 2”), October 8, 2021 (“Amendment No. 3”),
Amendment No. 4 to the Registration Statement on November 1, 2021 (“Amendment No. 4”) and Amendment
No. 5 to the Registration Statement on November 17, 2021 (“Amendment No. 5”). Amendment No. 6
has been revised to reflect the Company’s responses to the comment letter with respect to Amendment No. 5 received on November 19,
2021 (the “Comment Letter”) from the staff of the Commission (the “Staff”).

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the
descriptions of the Staff’s comments refer to Amendment No. 5 and page references in the responses refer to Amendment
No. 6. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 6.

Unaudited Financial Statements of Broadstone Acquisition Corp.

Note 1 - Description of Organization, Business Operations and
Basis of Presentation Revision of Previously Issued Financial Statements, page F-53

 1. Please provide us with your materiality analysis under SAB
                                            Topic 1:M and 1:N with respect to the accounting error.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has examined the matter further and considers the matter to be quantitatively material
to the financial statements. As such, the Company has amended the financial statements accordingly to provide for the restatement disclosure.

Latham & Watkins is the business name of Latham &
Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by
the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London)
LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors,
registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins
LLP, a limited liability partnership organised under the laws of Delaware.

 November 22, 2021

Page 2

* * *

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +1 (405) 933 4988 with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ J. David Stewart

    of LATHAM & WATKINS LLP

 cc: (via email)

                                            Stephen Fitzpatrick, Vertical Aerospace Ltd.

                                            Vinny Casey, Vertical Aerospace Ltd.

                                            Michael Cervenka, Vertical Aerospace Ltd.

                                            Robbie McLaren, Latham & Watkins (London) LLP

                                            David A. Sakowitz, Winston & Strawn LLP

                                            Michael J. Blankenship, Winston & Strawn LLP

                                            Paul Amiss, Winston & Strawn (London) LLP

United States securities and exchange commission logo
November 19, 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. 5 to Registration Statement on Form F-4
Filed November 17, 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.
Amendment No. 5 to Registration Statement on Form F-4 filed November 17, 2021
Unaudited Financial Statements of Broadstone Acquisition Corp.
Note 1 - Description of Organization, Business Operations and Basis of Presentation
Revision of Previously Issued Financial Statements, page F-53
1.Please provide us with your materiality analysis under SAB Topic 1:M and 1:N with
respect to the accounting error.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 November 19, 2021 Page 2
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
November 19, 2021
Page 2
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Robbie McLaren, Esq.

CORRESP
1
filename1.htm

    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    November 17, 2021
    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    VIA EDGAR
    Hong Kong
    Shanghai

    United States Securities and Exchange Commission
    Houston
    Silicon Valley

    Division of Corporation Finance
    London
    Singapore

    100 F Street, N.E.
    Los Angeles
    Tokyo

    Washington, D.C. 20549-6010
    Madrid
    Washington, D.C.

    Milan

    Attention:
    Erin Purnell

    Thomas Jones

    Kevin Stertzel

    Dale Welcome

 Re: Vertical Aerospace Ltd.

Registration Statement on Form F-4

Filed on November 1, 2021

CIK No. 0001867102

On
behalf of Vertical Aerospace Ltd. (the “Company”), we are hereby submitting an amended Registration Statement
on Form F-4 (“Amendment No. 5”). The Company previously submitted a Registration Statement on Form F-4
with the United States Securities and Exchange Commission (the “Commission”) on July 9, 2021 (the “Registration
Statement”), as amended by Amendment No. 1 to the Registration Statement on August 24, 2021 (“Amendment
No. 1”), Amendment No. 2 to the Registration Statement on September 20, 2021 (“Amendment No. 2”),
October 8, 2021 (“Amendment No. 3”) and Amendment No. 4 to the Registration Statement on November 1,
2021 (“Amendment No. 4”). Amendment No. 5 has been revised to reflect the Company’s responses
to the comment letter with respect to Amendment No. 4 received on November 1, 2021 (the “Comment Letter”)
from the staff of the Commission (the “Staff”).

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the
descriptions of the Staff’s comments refer to Amendment No. 4 and page references in the responses refer to Amendment
No. 5. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 5.

Notes to the Unaudited Pro Forma Combined Financial Statements

Note 1 - Basis of Presentation, page 179

 1. In the paragraph where you discuss the Convertible Senior Secured Notes, please disclose and quantify the applicable interest rate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 180 of Amendment
No. 5 in response to the comment.

* * *

Latham & Watkins is the business
name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised
and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham &
Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are
either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham &
Watkins LLP, a limited liability partnership organised under the laws of Delaware.

November 17, 2021

    Page 2

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +1 (405) 933 4988 with any questions or comments regarding this correspondence.

  Very truly yours,

  /s/ J. David Stewart

  of LATHAM & WATKINS LLP

 cc: (via email)

Stephen Fitzpatrick, Vertical Aerospace Ltd.

Vinny Casey, Vertical Aerospace Ltd.

Michael Cervenka, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David A. Sakowitz, Winston & Strawn LLP

Michael J. Blankenship, Winston & Strawn LLP

Paul Amiss, Winston & Strawn (London) LLP

United States securities and exchange commission logo
November 15, 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. 4 to Registration Statement on Form F-4
Filed November 1, 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.
Amendment No. 4 to Registration Statement on Form F-4 filed November 1, 2021
Notes to the Unaudited Pro Forma Combined Financial Statements
Note 1 - Basis of Presentation, page 179
1.In the paragraph where you discuss the Convertible Senior Secured Notes, please disclose
and quantify the applicable interest rate.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 November 15, 2021 Page 2
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
November 15, 2021
Page 2
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Robbie McLaren, Esq.

CORRESP
1
filename1.htm

    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

November 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Erin Purnell

    Thomas Jones

    Kevin Stertzel

    Dale Welcome

 Re: Vertical Aerospace Ltd.

Registration Statement on Form F-4

Filed on October 8, 2021

CIK No. 0001867102

On
behalf of Vertical Aerospace Ltd. (the “Company”), we are hereby submitting an amended Registration Statement
on Form F-4 (“Amendment No. 4”). The Company previously submitted a Registration Statement on Form F-4
with the United States Securities and Exchange Commission (the “Commission”) on July 9, 2021 (the “Registration
Statement”), as amended by Amendment No. 1 to the Registration Statement on August 24, 2021 (“Amendment
No. 1”), Amendment No. 2 to the Registration Statement on September 20, 2021 (“Amendment No. 2”)
and October 8, 2021 (“Amendment No. 3”). Amendment No. 4 has been revised to reflect the Company’s
responses to the comment letter with respect to Amendment No. 3 received on October 26, 2021 (the “Comment
Letter”) from the staff of the Commission (the “Staff”).

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the
descriptions of the Staff’s comments refer to Amendment No. 3 and page references in the responses refer to Amendment
No. 4. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 4.

Questions and Answers about the Proposed Transactions

Q. What are the possible sources and the extent of dilution that
Broadstone's shareholders..., page 24

 1. It appears to us that the total shares in the “assuming maximum redemption” column of your table should read 193,833,409.
Please revise your disclosure accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 25 of Amendment
No. 4 in response to the comment.

Latham & Watkins
is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of
New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners
of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and
such persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated
with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

November 1, 2021

Page 2

Notes to the Unaudited Pro Forma Combined Financial Statements

Note 4 - Net Loss per Share, page 178

 2. Please revise your disclosure to address the reason that the shares to be received by the Vertical Option Holders have been excluded
from calculation of pro forma EPS. Additionally, please revise your footnote to quantify any outstanding options or warrants that have
been excluded from the calculations of pro forma diluted loss per share amounts because they are anti-dilutive.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised page 184 of
Amendment No. 4 in response to the comment.

Vertical's Management's Discussion and Analysis of Financial
Condition and Results of Operations

Liquidity and Capital Resources, page 229

 3. Please quantify and more fully discuss Vertical’s current and long-term liquidity requirements and priorities, including
potential changes in those priorities based on the impact of changes in the amount of cash available to the post-combination entity due
to the amount of cash redemptions.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised pages 235 and 236 of
Amendment No. 4 in response to the comment.

* * *

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +1 (405) 933 4988 with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ J. David Stewart

    of LATHAM & WATKINS LLP

cc: (via email)

Stephen Fitzpatrick, Vertical Aerospace Ltd.

Vinny Casey, Vertical Aerospace Ltd.

Michael Cervenka, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David A. Sakowitz, Winston & Strawn LLP

Michael J. Blankenship, Winston & Strawn LLP

Paul Amiss, Winston & Strawn (London) LLP

United States securities and exchange commission logo
October 26, 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. 3 to Registration Statement on Form F-4
Filed October 8, 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 October 5, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed October 8, 2021
Questions and Answers about the Proposed Transactions
Q. What are the possible sources and the extent of dilution that Broadstone's shareholders..., page
24
1.It appears to us that the total shares in the “assuming maximum redemption” column of
your table should read 193,833,409. Please revise your disclosure accordingly.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 October 26, 2021 Page 2
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
October 26, 2021
Page 2
Notes to the Unaudited Pro Forma Combined Financial Statements
Note 4 - Net Loss per Share, page 178
2.Please revise your disclosure to address the reason that the shares to be received by the
Vertical Option Holders have been excluded from calculation of pro forma EPS.
Additionally, please revise your footnote to quantify any outstanding options or warrants
that have been excluded from the calculations of pro forma diluted loss per share amounts
because they are anti-dilutive.
Vertical's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 229
3.Please quantify and more fully discuss Vertical’s current and long-term liquidity
requirements and priorities, including potential changes in those priorities based on the
impact of changes in the amount of cash available to the post-combination entity due to
the amount of cash redemptions.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Robbie McLaren, Esq.

CORRESP
1
filename1.htm

    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000

 Fax: +44(0)20.7374.4460

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

October 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention: Erin Purnell

Thomas Jones

Kevin Stertzel

Dale Welcome

 Re: Vertical Aerospace Ltd.

Registration Statement on Form F-4

Filed on September 17, 2021

CIK No. 0001867102

On behalf of Vertical Aerospace Ltd. (the “Company”),
we are hereby submitting an amended Registration Statement on Form F-4 (“Amendment No. 3”). The Company previously
submitted a Registration Statement on Form F-4 with the United States Securities and Exchange Commission (the “Commission”)
on July 9, 2021 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement
on August 24, 2021 (“Amendment No. 1”) and Amendment No. 2 to the Registration Statement on September 20, 2021
(“Amendment No. 2”). Amendment No. 3 has been revised to reflect the Company’s responses to the comment
letter with respect to Amendment No. 2 received on October 5, 2021 (the “Comment Letter”) from the staff of
the Commission (the “Staff”).

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions
of the Staff’s comments refer to Amendment No. 2 and page references in the responses refer to Amendment No. 3. Unless otherwise
indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 3.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised page 55 in response to the comment.

Latham
 & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the
laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners
of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such
persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with
the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

October 8, 2021

Page 2

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised pages 172 and 173 to include the historical earnings per share
for Vertical and Broadstone.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it revised page F-10 in response to the comment.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 233 and F-42 in response to the comment.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised Exhibit 5.1 to refer to the Company’s warrants and
ordinary shares only, as the Company does not have any units, and has filed the revised, final legal opinion as an exhibit to
Amendment No. 3.

* * *

October 8, 2021

Page 3

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +1 (405) 933 4988 with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ J. David Stewart

    of LATHAM & WATKINS LLP

 cc: (via email)

Stephen Fitzpatrick, Vertical Aerospace Ltd.

Vinny Casey, Vertical Aerospace Ltd.

Michael Cervenka, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David A. Sakowitz, Winston & Strawn LLP

Michael J. Blankenship, Winston & Strawn LLP

Paul Amiss, Winston & Strawn (London) LLP

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.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 October 5, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc:       Robbie McLaren, Esq.

CORRESP
1
filename1.htm

    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    September 20, 2021
    Frankfurt
    San Francisco

    Hamburg
    Seoul

    VIA EDGAR
    Hong Kong
    Shanghai

    United States Securities and Exchange Commission
    Houston
    Silicon Valley

    Division of Corporation Finance
    London
    Singapore

    100 F Street, N.E.
    Los Angeles
    Tokyo

    Washington, D.C. 20549-6010
    Madrid
    Washington, D.C.

  Attention:
  Erin Purnell

Thomas Jones

Kevin Stertzel

Dale Welcome

 Re: Vertical Aerospace Ltd.

Registration Statement on Form F-4

Filed on August 24, 2021

CIK No. 0001867102

On behalf of Vertical Aerospace Ltd. (the “Company”),
we are hereby filing an amended Registration Statement on Form F-4 (“Amendment No. 2”). The Company previously
filed a Registration Statement on Form F-4 with the Securities and Exchange Commission (the “Commission”)
on July 9, 2021 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement on August 24,
2021 (“Amendment No. 1”). Amendment No. 2 has been revised to reflect the Company’s responses to the comment
letter with respect to Amendment No. 1 received on September 9, 2021 (the “Comment Letter”) from the staff of
the Commission (the “Staff”).

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions
of the Staff’s comments refer to the Registration Statement and page references in the responses refer to Amendment No. 2. Unless
otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 2.

Cover Page

 1. We note your response to prior comment 1. Please revise the disclosure in the seventh paragraph of the cover page to clarify that
the business combination vote may be influenced by the Sponsor, directors, executive officers, advisors or any of their affiliates purchasing
shares in privately negotiated transactions.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the cover page of Amendment No. 2 to disclose that the business combination
vote may be influenced by the Sponsor, directors, executive officers, advisors or any of their affiliates purchasing shares in privately
negotiated transactions.

Latham & Watkins is the business
name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised
and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London)
LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors,
registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins
LLP, a limited liability partnership organised under the laws of Delaware.

September 20, 2021

Page 2

What interests do Broadstone’s current officers and
directors have in the Proposed Transactions?, page 17

 2. We note your response to prior comment 8. Please revise the disclosure on page 18 and elsewhere as appropriate to quantify the
aggregate dollar amount of what the sponsor and its affiliates have at risk that depends on completion of a business combination. For
example, please state the price paid for the founder shares, the per share amount in the PIPE financing compared to the most recent trading
price of the shares, the amount of out-of-pocket expenses incurred, the terms of the Marcus Waley-Cohen options, and the current
value of the private placement warrants identified in the eighth bullet.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised pages 18, 19, 40, 94, 102, 103, 141 and 142 of
Amendment No. 2 in response to the comment.

Summary Financial Information of Broadstone, page 47

 3. Please revise the temporary and shareholders’ equity sections of your condensed balance sheet to update the number of shares
subject to possible redemption and the date.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 48 and 49 of Amendment No. 2 to update the number of shares
subject to possible redemption and the date.

Risk Factors

The Pubco Warrant Agreement will designate..., page 84

 4. We note your revisions in response to comment 46. Please add the disclosure in the second paragraph of this section to the warrant
agreement.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has added such disclosure to the assignment, assumption and amendment to the
warrant agreement between Broadstone, Pubco and Continental Stock Transfer & Trust Company that will be entered into at or
prior to Closing, which will assign the warrant agreement from Broadstone to Pubco. The Company has filed this as exhibit 4.5
to Amendment No. 2.

Unaudited Pro Forma Combined Financial Information, page
162

 5. Please update the pro forma financial statements to reflect Broadstone’s historical financial statements at, and for the interim
period ended, June 30, 2021. Refer to Rule 11.02(c)(1) and (c)(2)(i) of Regulation S-X.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the pro forma financial statements on pages 164 to 176 of Amendment
No. 2 to reflect Broadstone’s historical financial statements at, and for the interim period ended, June 30, 2021.

September 20, 2021

Page 3

Notes to the Unaudited Pro Forma Combined Financial Statements

Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined
Financial Information Adjustment (E), page 171

 6. We note your response to prior comment 30 and the revision to your registration statement. Based upon the respective values of
the private and public warrants, it is unclear to us how you determined the amount of the adjustments to the share premium and accumulated
loss accounts. Please revise your pro forma balance sheet or tell us how your adjustments are appropriate.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised its pro forma balance sheet on pages 167 and 168 of Amendment No.
2.

Broadstone’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations, page 189

 7. Please revise your disclosure to discuss the operating results for the interim period ended June 30, 2020. Refer to Item 5 of Form
20-F.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised page 192 of Amendment No. 2 to discuss operating results for interim
period ended June 30, 2020.

Vertical’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Judgments
and Estimates, page 224

 8. We refer to your response to prior comment number 40 and the revision to your share based payment disclosure on page F-24. To the
extent you utilize internal valuations, as noted in your disclosure on page F-24, please disclose the key assumptions critical to your
determination of the fair value of the ordinary shares. Additionally, please discuss changes in the estimated fair value of Vertical during
the periods presented. Please also address any material differences between the valuations used to determine the fair value of recently
granted share options relative to the implied fair value of the current merger transaction.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised page 228 in response to the comment.

Audited Consolidated Financial Statements of Vertical Aerospace
Group Ltd.

24 Financial risk management and impairment of financial assets

Credit risk and impairment, page F-40

 9. We note your response to prior comment number 41 and the revisions to your registration statement. Please revise the first sentence
of third paragraph to conform to your revised disclosure on page 225.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has amended its disclosure on page 229 of Amendment No. 2 and that the disclosures
on pages 229 and F-41 of Amendment No. 2 are now in conformity.

September 20, 2021

Page 4

27 Non adjusting events after the reporting period, page
F-43

 10. Please tell us the facts and circumstances regarding your issuance of 5,804 Z ordinary shares to American Airlines and your accounting
treatment of the transaction.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that on June 10, 2021, Vertical Aerospace Group Ltd. issued 5,804 Class Z ordinary shares to American. Concurrently
with the execution of the Business Combination Agreement, American entered into the American SPA. Pursuant to the American SPA, among
other things, American will sell its 5,804 Class Z ordinary shares in the capital of Vertical Aerospace Group Ltd. to Pubco in consideration
for 6,125,000 Pubco Ordinary Shares in accordance with the terms and conditions of the American SPA. The American SPA provides that Pubco
willl (a) cause the offer and sale of the Pubco Ordinary Shares to be registered under the Securities Act and (b) cause the Pubco Ordinary
Shares to be listed on the New York Stock Exchange. The American SPA also contains other customary representations, warranties, covenants
and agreements of the parties thereto.

The accounting treatment is disclosed in note 8 of the
Company's consolidated financial statements for the six months ended June 30, 2021 on pages F-10 and F-11 of Amendment No. 2. The result is a
charge of £16,739,000 in accordance with IFRS 2 Share based payments, with a corresponding increase in share premium.

Unaudited Financial Statements of Broadstone Acquisition
Corp.

Unaudited Condensed Statement of Operations, page F-45

 11. Please revise your registration statement to include a statement of operations for the comparable interim period of the preceding
year. This comment also applies to your statement of changes in shareholders’ equity and statement of cash flows.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages F-46, F-47 and F-48 of Amendment No. 2 in response to the comment.

* * *

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +1 (405) 933 4988 with any questions or comments regarding this correspondence.

  Very truly yours,

  /s/ J. David Stewart

  of LATHAM & WATKINS LLP

September 20, 2021

Page 5

 cc: (via email)

Stephen Fitzpatrick, Vertical Aerospace Ltd.

Vinny Casey, Vertical Aerospace Ltd.

Michael Cervenka, Vertical Aerospace Ltd.

Robbie McLaren, Latham & Watkins (London) LLP

David A. Sakowitz, Winston & Strawn LLP

Michael J. Blankenship, Winston & Strawn LLP

Paul Amiss, Winston & Strawn (London) LLP

United States securities and exchange commission logo
September 9, 2021
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
140-142 Kensington Church Street
London X0 W8 4BN
United Kingdom
Re:Vertical Aerospace Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed August 24, 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 August 4, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed on August 24, 2021
Cover Page
1.We note your response to prior comment 1.  Please revise the disclosure in the seventh
paragraph of the cover page to clarify that the business combination vote may be
influenced by the Sponsor, directors, executive officers, advisors or any of their affiliates
purchasing shares in privately negotiated transactions.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 September 9, 2021 Page 2
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
September 9, 2021
Page 2
What interests do Broadstone's current officers and directors have in the Proposed Transactions?,
page 17
2.We note your response to prior comment 8.  Please revise the disclosure on page 18 and
elsewhere as appropriate to quantify the aggregate dollar amount of what the sponsor and
its affiliates have at risk that depends on completion of a business combination. For
example, please state the price paid for the founder shares, the per share amount in the
PIPE financing compared to the most recent trading price of the shares, the amount of out-
of-pocket expenses incurred, the terms of the Marcus Waley-Cohen options, and the
current value of the private placement warrants identified in the eighth bullet.
Summary Financial Information of Broadstone, page 47
3.Please revise the temporary and shareholders' equity sections of your condensed balance
sheet to update the number of shares subject to possible redemption and the date.
Risk Factors
The Pubco Warrant Agreement will designate..., page 84
4.We note your revisions in response to comment 46. Please add the disclosure in the
second paragraph of this section to the warrant agreement.
Unaudited Pro Forma Combined Financial Information, page 162
5.Please update the pro forma financial statements to reflect Broadstone's historical
financial statements at, and for the interim period ended, June 30, 2021. Refer to Rule
11.02(c)(1) and (c)(2)(i) of Regulation S-X.
Notes to the Unaudited Pro Forma Combined Financial Statements
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment (E), page 171
6.We note your response to prior comment 30 and the revision to your registration
statement. Based upon the respective values of the private and public warrants, it is
unclear to us how you determined the amount of the adjustments to the share premium and
accumulated loss accounts. Please revise your pro forma balance sheet or tell us how your
adjustments are appropriate.
Broadstone's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 189
7.Please revise your disclosure to discuss the operating results for the interim period ended
June 30, 2020. Refer to Item 5 of Form 20-F.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 September 9, 2021 Page 3
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
September 9, 2021
Page 3
Vertical's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Judgments and Estimates, page 224
8.We refer to your response to prior comment number 40 and the revision to your share
based payment disclosure on page F-24. To the extent you utilize internal valuations, as
noted in your disclosure on page F-24, please disclose the key assumptions critical to your
determination of the fair value of the ordinary shares. Additionally, please discuss changes
in the estimated fair value of Vertical during the periods presented. Please also address
any material differences between the valuations used to determine the fair value of
recently granted share options relative to the implied fair value of the current merger
transaction.
Audited Consolidated Financial Statements of Vertical Aerospace Group Ltd.
24 Financial risk management and impairment of financial asssets
Credit risk and impairment, page F-40
9.We note your response to prior comment number 41 and the revisions to your registration
statement. Please revise the first sentence of third paragraph to conform to your revised
disclosure on page 225.
27 Non adjusting events after the reporting period, page F-43
10.Please tell us the facts and circumstances regarding your issuance of 5,804 Z ordinary
shares to American Airlines and your accounting treatment of the transaction.
Unaudited Financial Statements of Broadstone Acquisition Corp.
Unaudited Condensed Statement of Operations, page F-45
11.Please revise your registration statement to include a statement of operations for the
comparable interim period of the preceding year. This comment also applies to your
statement of changes in shareholders' equity and statement of cash flows.
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Robbie McLaren, Esq.

CORRESP
1
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     August 24, 2021

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United States Securities and Exchange Commission

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Washington, D.C. 20549-6010

    Attention:
    Erin Purnell

    Thomas Jones

    Kevin Stertzel

    Dale Welcome

 Re: Vertical Aerospace Ltd.

Registration Statement on Form F-4

Filed on July 9, 2021

CIK No. 0001867102

On behalf of Vertical Aerospace Ltd. (the “Company”),
we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated August 4, 2021 (the
 “Comment Letter”) with respect to the Registration Statement on Form F-4 filed with the Commission by the Company
on July 9, 2021 (the “Registration Statement”). Concurrently with the filing of this letter, the Company is
hereby submitting the Amendment No. 1 to the Registration Statement (“Submission No. 2”) through EDGAR.

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions
of the Staff’s comments refer to the Registration Statement and page references in the responses refer to Submission No. 2. Unless
otherwise indicated, capitalized terms herein will have the meanings assigned to them in Submission No. 2.

Cover Page

 1. Please disclose that the business combination vote may be influenced by the Sponsor, directors, executive officers, advisors or any
of their affiliates purchasing shares in privately negotiated transactions or in the open market.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the cover page of Submission No. 2 to disclose that the business combination
vote may be influenced by the Sponsor, directors, executive officers, advisors or any of their affiliates purchasing shares in privately
negotiated transactions or in the open market.

Latham & Watkins is the business
name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised
and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London)
LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors,
registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins
LLP, a limited liability partnership organised under the laws of Delaware.

    August 24, 2021

    Page
    2

Industry and Market Data, page iii

 2. Please tell us whether you commissioned any of the third-party data presented and, if so, please file the consent as an exhibit. In
this regard, we note the disclosure in the fifth paragraph on page 123 about “commercial and market research commissioned by Broadstone”
and a “technical due diligence report commissioned by Broadstone.”

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that: (i) the Company did not commission any of the third-party data presented in the
Registration Statement, and (ii) none of the third-party data commissioned by Broadstone was included in the Registration Statement. The
third-party data commissioned by Broadstone was for its internal due diligence purposes only.

 3. We note the disclosure that you have not independently verified the accuracy or completeness of the data. Please note that you are
responsible for the entire contents of the registration statement. As this statement may imply an inappropriate disclaimer of responsibility
with respect to third-party information, please delete the statement or revise to specifically state that you are liable for such
information.

Response: The
Company respectfully acknowledges the Staff’s comment and Sponsor will benefit from the completion of a business combination
and advises the Staff that it has revised page iii of Submission No. 2 to remove this statement.

Questions and Answers about the Proposed Transactions,
page 7

 4. Please add a question and answer that discloses all possible sources and extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders,
at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 23 and 24 of Submission No. 2 to add a question and answer that
discloses such information.

 5. Please add a question and answer that addresses the positive and negative factors that the board considered when determining to enter
into the business combination agreement and its rationale for approving the transactions.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has included a question and answer that addresses the positive and negative factors
that Broadstone’s board considered when determining to enter into the business combination agreement and its rationale for approving
the transactions on pages 9, 10, 11 and 12 of Submission No. 2.

What interests do Broadstone’s current officers and
directors have in the Proposed Transactions, page 14

 6. Please highlight the risk that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete
an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 18, 40, 92, 101 and 140 of Submission No. 2 to highlight
this risk.

    August 24, 2021

    Page
    3

 7. Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders
experience a negative rate of return in the post-business combination company.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 18, 40, 92, 101 and 140 of Submission No. 2 in response
to the comment.

 8. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends
on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers
and directors, if material.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 18, 40, 92, 101 and 140 of Submission No. 2 in response
to the comment. The Company’s officers and directors do not have any loans, fees due or out-of-pocket expenses for which they are
waiting for reimbursement that depend upon the completion of the business combination.

What are the U.S. federal income tax consequences of the
Proposed Transactions to U.S. Holders, page 15

 9. You have not included in your exhibit list a tax opinion, even though your disclosure here and on page 133 suggests that one is required
given that you state that holders of your securities who exchange them in the merger will not recognize gain or loss. Please revise to
provide a tax opinion, and revise this section as applicable, consistent with Item 601(b)(8) of Regulation S-K.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has filed a tax opinion as an exhibit to Submission No. 2 and has revised its disclosure
on pages 19, 83, 143 and II-1 accordingly.

 10. Please clarify the phrase “disregarded entity” mentioned on pages 15 and 133. Also, reconcile the disclosure on page 15
that it is “intended” that the merger will constitute a tax-free reorganization with the disclosure on page 133 that the
merger will qualify as a tax-free reorganization.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that a “disregarded entity” is an entity that is disregarded for federal income
tax purposes as separate from its owner. The Company has revised the disclosure on pages 19 and 143 of Submission No. 2 to clarify
the meaning of disregarded entity.

    August 24, 2021

    Page
    4

How do I exercise my redemption rights?, page 16

 11. We note the disclosure in the carryover sentence at the bottom of page 17 that a holder of Public Shares that redeems their shares
will retain any Public Warrants. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders
assuming maximum redemptions and identify any material resulting risks. Also, revise your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption
scenarios, including minimum, maximum and interim redemption levels.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 21 and 22 of Submission No. 2 to include a sensitivity analysis
showing a range of redemption scenarios.

Virgin Atlantic Memorandum of Understanding, page 31

 12. Please file the memorandum of understanding as an exhibit to the proxy statement/prospectus.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that the memorandum of understanding between the Company and Virgin Atlantic is expected to
be superseded by a new agreement that may be executed before the effective date of the Registration Statement on Form F-4. The Company
intends to file this new agreement as an exhibit to its Registration Statement on Form F-4 once it has been executed, and in the event
that the new agreement is not executed prior to the effective date of the Registration Statement on Form F-4, the Company will file the
memorandum of understanding as an exhibit to its Registration Statement on Form F-4.

Summary Financial Information of Broadstone, page 42

 13. Please revise your registration statement:

 · To disclose that Broadstone’s financial statements are presented in accordance with U.S. GAAP; and

 · To present Broadstone’s condensed statement of operations data for the period from May 13, 2020 (inception) through December
31, 2020.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that has revised page 47 of Submission No. 2 to disclose that Broadstone’s financial
statements are presented in accordance with U.S. GAAP and page 49 to present Broadstone’s condensed statement of operations data
for the period from May 13, 2020 (inception) through December 31, 2020.

Summary Financial Information of Vertical, page 44

 14. Please revise the third sentence of your lead in paragraph to also refer to the summary consolidated statement of financial position
as of December 31, 2019.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised page 50 of Submission No. 2 in response to the comment.

    August 24, 2021

    Page
    5

 15. Please revise your statement of comprehensive income data to include the total finance costs subtotal for the three months ended March
31, 2021 and 2020.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised page 50 of Submission No. 2 in response to the comment.

Risk Factors, page 48

 16. Please disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an
underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 87 and 88 of Submission No. 2 to add a new risk factor in the
following section: “Risk Factors—Risks Related to Broadstone and the Proposed Transactions—Investors may not receive
the same benefits as an investor in an underwritten public offering.”

The pre-orders from Avolon and American Airlines, page
52

 17. We note your disclosure that the pre-orders are subject to certain conditions. Please revise to describe all of the conditions.
Please state whether deposits have been made and the extent to which pre-orders are cancellable or refundable. Please fully describe
the correlation between the PIPE investments and the pre-orders, such as whether the PIPE investment will be applied to the cost of
the aircraft to be delivered. Please confirm that all written agreements relating to the pre-orders are filed as exhibits to the proxy
statement/prospectus.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised pages 58, 205 and 206 of Submission No. 2 in response to the comment.
The Company also has filed the partnership agreement with Avolon as an exhibit to Submission No. 2 and revised its disclosure on page
II-2 of Submission No. 2 accordingly.

With regards to its memorandum of understanding with American
Airlines, Inc., the Company advises the Staff that it expects the memorandum of understanding to be superseded by a new agreement that
may be executed before the effective date of the Registration Statement on Form F-4. The Company intends to file this new agreement as
an exhibit to its Registration Statement on Form F-4 once it has been executed, and in the event that the new agreement is not executed
prior to the effective date of the Registration Statement on Form F-4, the Company will file the memorandum of understanding as an exhibit
to its Registration Statement on Form F-4.

The shares beneficially owned by the Sponsor, our officers
and directors, page 84

 18. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange
for this agreement.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that no consideration was provided in exchange for the waiver of redemption rights by certain
shareholders. These shares are owned by the Sponsor, and the Sponsor has agreed to waive its redemption rights.

    August 24, 2021

    Page
    6

Background of the Business Combination, page 118

 19. We note the reference in the last paragraph on page 118 to “over 20 alternative target opportunities, other than the Company.”
Please revise your disclosure to provide additional detail regarding the search process, including whether Broadstone entered into any
substantive discussions or sought indications of interest from any alternative target other than the Company and the timing and progress
of such discussions. Also, disclose why Broadstone determined not to pursue a transaction

United States securities and exchange commission logo
August 4, 2021
Stephen Fitzpatrick
Chief Executive Officer
Vertical Aerospace Ltd.
140-142 Kensington Church Street
London X0 W8 4BN
United Kingdom
Re:Vertical Aerospace Ltd.
Registration Statement on Form F-4
Filed July 9, 2021
File No. 333-257785
Dear Mr. Fitzpatrick:
            We have reviewed your 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.
Registration Statement on Form F-4 filed July 9, 2021
Cover Page
1.Please disclose that the business combination vote may be influenced by the Sponsor,
directors, executive officers, advisors or any of their affiliates purchasing shares in
privately negotiated transactions or in the open market.
Industry and Market Data, page iii
2.Please tell us whether you commissioned any of the third-party data presented and, if so,
please file the consent as an exhibit.  In this regard, we note the disclosure in the fifth
paragraph on page 123 about "commercial and market research commissioned by
Broadstone" and a "technical due diligence report commissioned by Broadstone."

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 2
 FirstName LastNameStephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 2
3.We note the disclosure that you have not independently verified the accuracy or
completeness of the data.  Please note that you are responsible for the entire contents of
the registration statement.  As this statement may imply an inappropriate disclaimer of
responsibility with respect to third-party information, please delete the statement or revise
to specifically state that you are liable for such information.
Questions and Answers about the Proposed Transactions, page 7
4.Please add a question and answer that discloses all possible sources and extent of dilution
that shareholders who elect not to redeem their shares may experience in connection with
the business combination. Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions.
5.Please add a question and answer that addresses the positive and negative factors that the
board considered when determining to enter into the business combination agreement and
its rationale for approving the transactions.
What interests do Broadstone's current officers and directors have in the Proposed Transactions,
page 14
6.Please highlight the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
7.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other shareholders experience a negative rate of return in the post-
business combination company.
8.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
What are the U.S. federal income tax consequences of the Proposed Transactions to U.S.
Holders, page 15
9.You have not included in your exhibit list a tax opinion, even though your disclosure here
and on page 133 suggests that one is required given that you state that holders of your
securities who exchange them in the merger will not recognize gain or loss. Please revise
to provide a tax opinion, and revise this section as applicable, consistent with Item
601(b)(8) of Regulation S-K.
10.Please clarify the phrase "disregarded entity" mentioned on pages 15 and 133.  Also,
reconcile the disclosure on page 15 that it is "intended" that the merger will constitute a

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 3
 FirstName LastNameStephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 3
tax-free reorganization with the disclosure on page 133 that the merger will qualify as a
tax-free reorganization.
How do I exercise my redemption rights?, page 16
11.We note the disclosure in the carryover sentence at the bottom of page 17 that a holder of
Public Shares that redeems their shares will retain any Public Warrants.  Quantify the
value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.
Also, revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
Virgin Atlantic Memorandum of Understanding, page 31
12.Please file the memorandum of understanding as an exhibit to the proxy
statement/prospectus.
Summary Financial Information of Broadstone, page 42
13.Please revise your registration statement:

•To disclose that Broadstone’s financial statements are presented in accordance with
U.S. GAAP; and

•To present Broadstone’s condensed statement of operations data for the period from
May 13, 2020 (inception) through December 31, 2020.
Summary Financial Information of Vertical, page 44
14.Please revise the third sentence of your lead in paragraph to also refer to the summary
consolidated statement of financial position as of December 31, 2019.
15.Please revise your statement of comprehensive income data to include the total finance
costs subtotal for the three months ended March 31, 2021 and 2020.
Risk Factors, page 48
16.Please disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
The pre-orders from Avolon and American Airlines, page 52
17.We note your disclosure that the pre-orders are subject to certain conditions.  Please revise
to describe all of the conditions.  Please state whether deposits have been made and the

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 4
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 4
extent to which pre-orders are cancellable or refundable.  Please fully describe the
correlation between the PIPE investments and the pre-orders, such as whether the PIPE
investment will be applied to the cost of the aircraft to be delivered.  Please confirm that
all written agreements relating to the pre-orders are filed as exhibits to the proxy
statement/prospectus.
The shares beneficially owned by the Sponsor, our officers and directors, page 84
18.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Background of the Business Combination, page 118
19.We note the reference in the last paragraph on page 118 to "over 20 alternative target
opportunities, other than the Company."  Please revise your disclosure to provide
additional detail regarding the search process, including whether Broadstone entered into
any substantive discussions or sought indications of interest from any alternative target
other than the Company and the timing and progress of such discussions. Also, disclose
why Broadstone determined not to pursue a transaction with any such alternative targets.
20.We note the disclosure on page 13 that Broadstone did not obtain a third-party valuation
or fairness opinion and the disclosure on pages 119 and 120 that Vertical hired Barclays
Capital Inc. and Nomura Securities International, Inc. as its financial advisors and that
Broadstone hired Citigroup Global Markets Inc. as its financial advisor, respectively.
Please revise to disclose in greater detail the role that these third-parties played in the
proposed transaction. Please clarify whether the financial advisors delivered any reports to
the board that were materially related to the transaction.
Certain Unaudited Prospective Financial Information of Vertical, page 126
21.We note your disclosure on page 126 reflects numerous assumptions. Please revise to
describe such assumptions with greater specificity and quantify where practicable.
22.Please briefly describe the exceptions mentioned in the fourth paragraph on page 127 and
in the second full paragraph on page 129.
23.Please revise to disclose the extent to which your projected revenues and production
volumes are subject to formal sales agreements. Also, if a material portion of your
projected financial measures are concentrated with an individual customer(s), separately
quantify and discuss these concentrations.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 5
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 5
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2021, page 155
24.We refer to the share capital line item. It appears that adjustment J may be mislabeled.
Please revise your pro forma balance sheet or tell us why your current presentation is
appropriate.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2020, page 158
25.Please revise your pro forma statement of operations to present adjustments CC and DD in
the appropriate column.
Notes to the Unaudited Pro Forma Combined Financial Statements
Note 1 - Basis of Presentation, page 159
26.We note that you have not reflected the income tax effects of the pro forma adjustments
based on the statutory rates in effect. Please more fully discuss your how you determined
that this information is not meaningful in relation to the significant losses during historical
periods.
27.Please tell us if and how you have accounted for the earn-out shares in your pro forma
financial statements.
Adjustment (H), page 161
28.Please disclose the number of Vertical ordinary shares that are assumed to have resulted
from the conversion of the convertible notes.
Adjustment (I), page 161
29.Please expand your footnote to include a table that reconciles the number of ordinary
shares outstanding at March 31, 2021, as presented on page F-7, to the 146,749 ordinary
shares.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment (E), page 161
30.Please quantify the private and public warrants that sum to the £11.7 million warrant
liability.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 6
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 6
Broadstone's Management's Discussion and Analysis of Financial Condition and Results of
Operations
For the Three Months Ended March 31, 2021
Results of Operations, page 179
31.Your disclosure reflects the period from May 13, 2020 (inception) through March 31,
2021. Please revise your disclosure to discuss the operating results for the three months
ended March 31, 2021.
For the Year Ended December 31, 2020
Results of Operations, page 181
32.The amounts presented in the second paragraph of your narrative do not reconcile to your
statement of operations on page F-46. Please revise your disclosures as appropriate.
Critical Accounting Policies
Class A Ordinary Shares Subject to Possible Redemption, page 182
33.Your disclosure states that as of December 31, 2020, 29,126,270 Class A ordinary shares
subject to possible redemption are presented as temporary equity. However, your balance
sheet at December 31, 2020 refers to 26,508,694 Class A shares subject to redemption.
Please revise your disclosure accordingly.
Net Loss Per Ordinary Share, page 182
34.Your disclosure refers to a net loss of approximately $236,000. It appears to us that the net
loss for the period from May 13, 2020 (inception) through December 31, 2020 is
$8,766,527. Please revise your narrative as appropriate.
Vertical's Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Business Combination, page 204
35.In the second paragraph you refer to $9 million of deferred underwriter and legal fees
related to Broadstone’s initial public offering. However, we note that the deferred
underwriting commission accrued at March 31, 2021, without legal fees, is in excess of
the amount you disclosed. Please revise your narrative or tell us how your current
presentation is appropriate.
Results of Operations - Comparison of the three months ended March 31, 2021 and 2020
Administrative Expenses, page 208
36.Please revise your disclosure to quantify each material factor that you have identified as
contributing to the increase from period-to-period.

 FirstName LastNameStephen Fitzpatrick
 Comapany NameVertical Aerospace Ltd.
 August 4, 2021 Page 7
 FirstName LastName
Stephen Fitzpatrick
Vertical Aerospace Ltd.
August 4, 2021
Page 7
Beneficial Ownership of Securities, page 222
37.Please revise the footnotes to the tables to disclose the natural person that holds the voting
and/or investment power of the shares held by the entities.
38.Please disclose the portion of each class of the company's securities held in the United
States and the number of record holders in the United States. Refer to Item 18 of Form F-4
and Item 7.A.2 of Form 20-F.
39.In addition to disclosing the beneficial ownership of your sponsor and its affiliates, also
disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities they own, including equity
securities that the sponsor has the right to acquire beyond sixty days.
Audited Consolidated Financial Statements of Vertical Aerospace Group Ltd.
2 Significant accounting policies
Share based payments, page F-24
40.Please disclose how you determined the fair value of ordinary shares underlying share
option issuances in 2020, as well as new shares allotted during 2021.
24 Financial risk management and impairment of financial assets
Credit risk and impairment, page F-40
41.We note your disclosure that “the allowance account of trade receivables is used to record
impairment losses unless the Group is satisfied that no recovery of the amount owing is
possible; at that point the amounts considered irrecoverable are written off against the
trade receivables directly.” Please clarify that trade receivables that are irrecoverable are
written off against the allowance account. This comment also applies to your disclosure
titled “Quantitative and Qualitative Disclosures About Market Risk” on page 213.
Audited Financial Statements of Broadstone Acquisition Corp.
Note 2 - Restatement of Previously Issued Financial Statements, page F-53
42.We refer to the effect of the restatement on the statement of cash flows for the period
ended December 31, 2020. It a