Consolidated Statement of Financial Position |
Dec. 31, 2022
GBP (£)
|
|---|---|
| Non-current assets | |
| Property, plant and equipment | £ 2,690,000 |
| Right of use assets | 3,121,000 |
| Intangible assets | 2,048,000 |
| Non-current assets | 7,859,000 |
| Current assets | |
| Trade and other receivables | 18,864,000 |
| Financial assets at amortized cost | 59,886,000 |
| Restricted cash | 1,700,000 |
| Cash and cash equivalents | 62,927,000 |
| Current assets | 143,377,000 |
| Total assets | 151,236,000 |
| Equity | |
| Share capital | 16,000 |
| Other reserve | 94,857,000 |
| Share premium | 257,197,000 |
| Accumulated deficit | (344,752,000) |
| Total Shareholder's (deficit)/equity | 7,318,000 |
| Non-current liabilities | |
| Lease liabilities | 2,645,000 |
| Provisions | 365,000 |
| Trade and other payables | 4,153,000 |
| Non-current liabilities | 7,163,000 |
| Current liabilities | |
| Derivative financial liabilities | 115,247,000 |
| Lease liabilities | 516,000 |
| Warrant liabilities | 4,961,000 |
| Trade and other payables | 16,031,000 |
| Current liabilities | 136,755,000 |
| Total liabilities | 143,918,000 |
| Total equity and liabilities | £ 151,236,000 |
General information |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| General information | |
| General information | 1General information Vertical Aerospace Ltd. (the “Company”, or the “Group” if together with its subsidiaries) is incorporated under the Companies Law (as amended) of the Cayman Islands. The address of its principal executive office is: Unit 1 Camwal Court, Bristol, United Kingdom. The Group’s main operations are in the United Kingdom and these financial statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£’000) except where otherwise indicated. These financial statements were authorized for issue by the Board of Directors, pursuant to delegated authority to the Company’s Chief Executive Officer and member of the Board, on March 11, 2025. Principal activities The principal activity of the Company and its wholly owned subsidiary, Vertical Aerospace Group Ltd (“VAGL”), is the development and commercialization of vertical take-off and landing electrically powered aircraft (“eVTOL”). |
Material accounting policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Material accounting policies | |||||||||||||||||||||||||||||||||||||||||||
| Material accounting policies | 2Material accounting policies Presentation of these financial statements The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, as modified by the revaluation of certain financial assets and liabilities (including derivative financial instruments) which are recognized at fair value through profit or loss. The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies. The functional currency of the Company is US Dollars (‘$’ or ‘USD’) and the functional currency of VAGL is pounds sterling (‘£’ or ‘GBP’). The financial statements are presented in pounds sterling (‘£’ or ‘GBP’), which is the Group’s presentation currency. Items included in the financial statements are measured using the currency of the primary economic environment in which the entity and its subsidiaries operate (“the functional currency”). Cumulative translation adjustments resulting from translating foreign functional currency financial statements into GBP are reported within other reserves. All amounts are presented in and rounded to the nearest thousand unless otherwise indicated. Basis of consolidation Vertical Aerospace Ltd is the parent of the Group and has 100% ownership interest and voting rights of Vertical Aerospace Group Ltd, which is its only material subsidiary. The consolidated financial statements incorporate the financial positions and the results of operations of the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the Company using consistent accounting policies. Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. 2Material accounting policies (continued) Summary of material accounting policies and key accounting estimates The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Going concern Management has prepared a cash flow forecast for the Group and has considered the ability for the Group to continue as a going concern for the foreseeable future, being at least 12 months after approving these financial statements. The Group is currently in the research and development phase of its journey to commercialize eVTOL technology. Commensurate with being in the development phase, the Group has invested heavily in research to support the development of its aircraft. The Group is not currently generating revenue and has incurred net losses and net cash outflows from operating activities since inception. As of December 31, 2024, the Group had £22.5 million of cash and cash equivalents on hand and a net shareholders’ deficit of £492 million. As at the date of this report, the Group had approximately £77 million of cash and cash equivalents on hand. On December 20, 2024, the Company entered into an investment agreement (the “Investment Agreement”), by and among the Company, VAGL, a wholly owned subsidiary of the Company, Imagination Aero Investments Limited (“Imagination Aero”), a company wholly owned by Stephen Fitzpatrick, and Mudrick Capital, which set forth, among other things, a commitment from Mudrick Capital to fund up to $50 million to the Company in its subsequent funding round (the “2025 Offering”), with $25 million funded on a non-contingent basis, and a backstop commitment for an amount up to an additional $25 million to be funded by Mudrick Capital if the Company was not able to raise such amount in the 2025 Offering. The Company launched the 2025 Offering in January 2025, which culminated in the closing of a $90 million underwritten public offering on January 24, 2025, before deducting underwriting discounts and commissions and other offering expenses. This included $25 million from Mudrick Capital as previously committed, on a non-contingent basis, as of the Investment Agreement. As of the issuance of these financial statements, the Group had approximately £77 million of cash and cash equivalents on hand. To position itself to deliver upon its stated operational objectives, management currently projects its net cash outflows from operations within the next 12 months after issuance of these financial statements to be approximately £100 million, which will be used primarily to fund the creation and testing of the prototype aircraft. Accordingly, the Group projects that its current existing resources will only be sufficient to fund its ongoing operations into, but no longer than, the fourth quarter of 2025. The Group requires additional capital to continue to fund its ongoing operations beyond that point. The Convertible Senior Secured Notes Indenture contains a covenant requiring the Group to maintain a minimum cash balance of at least $10 million at all times. The Group currently projects that it will breach this covenant in the fourth quarter of 2025 unless additional capital is raised. Such a breach, if uncured, would result in an event of default occurring under the Indenture, which would permit the Convertible Senior Secured Notes Investor to accelerate the maturity of the Convertible Senior Secured Notes and ultimately claim against its collateral. An event of default would result in the Convertible Senior Secured Notes being due immediately to which the Group does not have sufficient funds to repay. The Group’s ability to continue as a going concern is highly dependent on its ability to secure funds from additional funding rounds in 2025 to finance the Group’s ongoing operations. Management is committed to continue to raise additional funds and may seek to issue further equity in doing so. Although the Group plans to raise additional funds over the course of the next twelve months there can be no assurance that the Group will be able to raise additional funds on acceptable terms (or on necessary timelines) to provide sufficient 2Material accounting policies (continued) funds to meet the Group’s ongoing funding requirements. The timely completion of financing in 2025 is critical to the Group’s ability to continue as a going concern. The inability to obtain future funding could impact on the Group’s financial condition and ability to pursue its business strategies, including being required to delay, reduce or eliminate some of its research and development programs, or being unable to continue operations or continue as a going concern. The dependency on raising additional capital indicates that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Group’s ability to continue as a going concern and therefore the Group may be unable to realize the assets and discharge the liabilities in the normal course of business. The consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if the Group were unable to continue as a going concern. Changes in accounting policy The Group adopted the following amendments for the first time during the period commencing January 1, 2024:
The amendments ‘Classification of liabilities as current or non-current’ to IAS 1 require that, for an entity to classify a liability as non-current, the entity must have the right at the reporting date to defer settlement of the liability for at least twelve months after that date. The amendments affect the classification as current or non-current for liabilities with conversion options, which give a right to the holder to exercise the option any time up to its maturity date, that are classified as derivative liabilities. The conversion option embedded within the Convertible Senior Secured Notes may be exercised any time before the maturity of the liability and the Company does not have the right to defer settlement of the liability for at least twelve months after the end of the reporting period. As a result, the Convertible Senior Secured Notes are classified as current, which prior to the amendments, were classified as non-current. The amendments are effective retrospectively. Therefore, the Company has restated the classification of derivative financial liabilities as current, from non-current for the year ended December 31, 2023 (£109,291 thousand) and January 1, 2023 (£115,247 thousand). There is no impact on equity and liabilities, comprehensive loss for the year and comparative period, or basic and diluted earnings per share. The amendments to IFRS 16, IAS 7 and IFRS 7 listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods. No accounting standards and interpretations that have been published but not effective for periods ending December 31, 2024 have been early adopted by the Group or are expected to have a material impact on the Group. Government grants Government grants are recognized as Other operating income and are recognized in the period when the expense to which the grant relates is incurred. Grants are only recognized when there is a signed grant offer letter or equivalent from the government body and there is reasonable assurance that the Group will be able to satisfy all conditions of the grant. 2Material accounting policies (continued) Research and development tax relief As a Group that carries out extensive research and development activities, the Group benefits from U.K. research and development tax reliefs. At the Spring Budget 2023 the U.K. government confirmed a higher rate of payable tax credit for loss-making research and development intensive small and medium enterprises (“SME”) would be introduced and would apply to expenditure incurred on or after April 1, 2023. SME companies for which qualifying research and development expenditure constitutes at least 40% of total expenditure can claim a higher payable credit rate of 14.5% for qualifying research and development expenditure. At the Autumn Statement 2023, the U.K. government announced the merging of the current SME and RDEC schemes into one scheme with a headline rate of relief of 20%. The merged scheme will take effect for accounting periods beginning on or after April 1, 2024 and run alongside the intensive SME rate that commenced on April 1, 2023. At the Autumn Budget 2024, the U.K. government announced that R&D reliefs will be maintained, including the rates for both the merged scheme and the intensive SME scheme. Qualifying expenditures largely comprise R&D staff employment costs, R&D components, consumables, parts, tooling and outsourced contracting support for R&D activities and utilities costs. SME relief is recorded either as a reduction in its income tax liability or as a credit, whilst credits the Company receives under RDEC scheme claim are classed as taxable income. Research and development expenses Research expenditure is charged to profit or loss in the period in which it occurred. Development expenditure is recognized as an intangible asset when it is probable that the project will generate future economic benefit, considering factors such as technological, commercial and regulatory feasibility. Other development expenditure is charged to profit or loss in the period in which it occurred. The amounts included in research and development expenses include staff costs for staff working directly on research and development projects and for expenses directly attributable to a research project, excluding software costs. Finance income and costs Finance income and costs includes the fair value movement on publicly traded warrants and convertible loan notes. Finance costs includes interest payable and is recognized in profit or loss using the effective interest method. Interest income is recognized in profit or loss as it accrues, using the effective interest method. Foreign currency transactions and balances Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year - end exchange rates, are recognized in profit or loss. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences arising from the consolidation of subsidiaries whose functional currency differs to the presentational currency of the group are recorded within other comprehensive income. 2Material accounting policies (continued) The most important exchange rates that have been used in preparing the financial statements are: Closing rate as at December 31, 2024: USD $1 = GBP £0.7981 (2023: £0.7845) Average rate for the year ending December 31, 2024: USD $1 = GBP £0.7825 (2023: £0.8042) Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. Tax The tax expense for the period comprises current tax and deferred tax. Tax is recognized in profit or loss, except that a change attributable to an item of income or expense recognized as other comprehensive income is also recognized directly in other comprehensive income. The current income tax charge is calculated based on tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Property, plant and equipment Property, plant and equipment is stated at cost, which includes directly attributable incremental costs incurred in their acquisition and installation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. 2Material accounting policies (continued) Depreciation Depreciation is charged to write off the cost of assets over their estimated useful lives, as follows:
Intangible assets Intangible assets are carried at cost, less accumulated amortization and impairment losses. Computer software licenses acquired for use within the Company are capitalized as an intangible asset on the basis of the costs incurred to acquire and bring to use the specific software. Amortization Amortization is provided on intangible assets so as to write off the cost on a straight-line basis, less any estimated residual value, over their expected useful economic life as follows:
Cash and cash equivalents Cash at bank is held on deposit with financial institutions located within the United Kingdom and is immediately available. Management has assessed the financial institutions that hold the Company’s cash at bank to be financially sound, with minimal credit risk in existence. The cash at bank excludes restricted cash deposits, which are subject to restrictions and are therefore not available for general use. Restricted cash The Company presents restricted cash as a separate line item on the balance sheet where this is relevant to an understanding of the Group’s financial position. Restricted cash refers to deposits held for specific reasons and is, therefore, not available for immediate ordinary business use. Short term deposits Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of interest. 2Material accounting policies (continued) Trade and other receivables Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognized initially at the transaction price. They are subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established using an expected credit loss model as per the Group's accounting policy for the impairment of financial assets. Trade and other payables Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at the transaction price and subsequently measured at amortized cost using the effective interest method. Borrowings All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortized cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognized as a charge to profit or loss over the period of the relevant borrowing using the effective interest method. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Provisions Provisions are recognized when the company has a present obligation (legal or constructive) resulting from a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Leases Definition A lease is a contract, or part of a contract, which conveys the right to use an asset or a physically distinct part of an asset (‘the underlying asset’) for a period of time in exchange for consideration. Further, the contract must convey the right to the company to control the asset or a physically distinct portion thereof. A contract is deemed to convey the right to control the underlying asset, if throughout the period of use, the company has the right to:
Initial recognition and measurement The company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. 2Material accounting policies (continued) The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where reasonably certain), expected amount of residual value guarantees, termination option penalties (where reasonably certain) and variable lease payments that depend on an index or rate. The right of use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the company’s initial direct costs and an estimate of restoration, removal and dismantling costs. Subsequent measurement After the commencement date, the company measures the lease liability by: (a)Increasing the carrying amount to reflect interest on the lease liability; (b)Reducing the carrying amount to reflect the lease payments made; and (c)Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events. Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are included in finance costs in profit or loss, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises. Right-of-use assets The related right-of-use asset is accounted for using the cost model in IFRS 16 and depreciated and charged in accordance with the depreciation requirements of IAS 16 Property, Plant and Equipment as disclosed in the accounting policy for Property, Plant and Equipment. Adjustments are made to the carrying value of the right - of - use asset where the lease liability is re-measured in accordance with the above. Right of use assets are tested for impairment in accordance with IAS 36 Impairment of Assets as disclosed in the accounting policy in impairment. Short term and low value leases The company has made an accounting policy election, by class of underlying asset, not to recognize lease assets and lease liabilities for leases with a lease term of 12 months or less (short term leases). The company has made an accounting policy election on a lease-by-lease basis, not to recognize lease assets on leases for which the underlying asset is of low value. Lease payments on short term and low value leases are accounted for on a straight-line bases over the term of the lease or other systematic basis. Short term and low value lease payments are included in operating expenses. Impairment (non-financial assets) All assets are reviewed for impairment when there is an indicator of impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets are reviewed for possible reversal of the impairment at the end of each reporting period. 2Material accounting policies (continued) Share capital and reserves Ordinary shares are classified as equity and share capital is carried at par value. Share capital issued meets the definition of an equity instrument as defined in IAS 32 ‘Financial Instruments’ when the contract evidences a residual interest in the assets of the Company after deducting all of its liabilities. Incremental costs directly attributable to the issue of shares are accounted for as a deduction from consideration received, and are recorded in share premium. Share premium reflects the proceeds received (net of allowable costs) in excess of the par value. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Where the Company purchases its own equity instruments, for example as the result of a share buy-back, the consideration paid, including any directly attributable incremental costs (net of income taxes), is recorded as a reduction in stockholders’ equity, as treasury shares, until the shares are cancelled or reissued. Employee Benefits A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and the Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognized as an employee benefit expense when they are due. For defined contribution plans, contributions are paid into publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognized as an employee benefit expense when they are due. Liabilities for wages and salaries, including non-monetary benefits and annual leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service, are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as accruals and classified as current liabilities in the balance sheet. Share based payments – Enterprise Management Incentive and 2021 Incentive Plan The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (share options or shares). The fair value of the employee services received in exchange for the grant of shares is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the shares granted: - including any market performance conditions (for example, an entity’s share price); - excluding the impact of any service and non-market performance vesting conditions (for example, remaining an employee of the entity over a specified time period); and - including the impact of any non-vesting conditions. Non-market performance and service conditions are included in the assumptions about the number of shares that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances employees may provide services in advance of the grant date and therefore, the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. 2Material accounting policies (continued) At the end of each reporting period, the Company revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions. The Company recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. See note 22 for further details. Financial instruments Financial instruments are contracts that give rise to a financial asset for one entity and to a financial liability or equity instrument for another entity. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the settlement date.The company recognizes financial assets and financial liabilities in the statement of financial position when, and only when, the company becomes party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are offset, and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously. Financial assets The Group’s financial assets include cash at bank and other financial assets. Financial assets are initially measured at fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs. Trade receivables are measured at their transaction price. For all financial assets the Group has the objective to hold financial assets in order to collect the contractual cash flows. The contractual terms of all the Group’s financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the outstanding amount. All financial assets are therefore measured at amortized cost. Impairment of financial assets — expected credit losses (“ECL”) All financial assets measured at amortized cost are required to be impaired at initial recognition in the amount of their expected credit loss (“ECL”), based on the difference between the contractual and expected cash flows. The simplification available for financial instruments with a low credit risk (“low credit risk exemption”) is applied as of the reporting date. Factors that can contribute to a low credit risk assessment are debtor specific rating information and related outlooks. The requirement for classification with a low credit risk is regarded to be fulfilled for counterparties that have at least an investment grade rating; in this case there is no need to monitor credit risks for financial instruments with a low credit risk. Financial liabilities The Group’s financial liabilities include warrants, lease liabilities, convertible loans, trade and other payables, and other financial liabilities. Financial liabilities are classified as measured at amortized cost or fair value through profit or loss (“FVTPL”). All financial liabilities are recognized initially at fair value less, in the case of a financial liability not at fair value through profit or loss, directly attributable transaction costs. 2Material accounting policies (continued) Financial liabilities at FVTPL are measured at fair value and gains and losses resulting from changes in fair value are recognized in finance income/expenses. The Group only accounts for convertible loans and warrants as a financial liability at FVTPL. All other financial liabilities are subsequently measured at amortized cost. For financial liabilities for which the fair value option is elected, the Company separately presents in Other Comprehensive Income the portion of the total fair value change attributable to Company-specific credit risk as opposed to reflecting the entire amount in the profit or loss for the period. The Company measures the portion of the change in fair value attributable to Company-specific credit risk as the excess of total change in fair value over the change in fair value that results from a change in a base market risk, including a risk-free interest rate and benchmark rates. An embedded derivative in a hybrid contract, with a financial liability or a non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. The assessment of whether to separate an embedded derivative is done only once at initial recognition of the hybrid contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the carrying amount of a transferred or extinguished financial liability and the paid consideration, inclusive of any non-cash assets transferred or liabilities assumed, is recognized in profit or loss within finance income and costs. Convertible Loans Convertible loans are bifurcated into a debt component and a conversion right if the latter is an equity instrument. The conversion right of a convertible loan is not an equity instrument but a liability if some conversion features of the loan lead to a conversion into a variable number of shares and this does not retain the relative rights of the ordinary shareholders and convertible loan note holders. In this case it has to be assessed if embedded derivatives need to be separated from the host contract. If this is the case, the remaining host contract is measured at amortized cost and the separated embedded derivative is measured at fair value through profit or loss until the loan is converted into equity or becomes due for repayment. The conversion features and other repayment options provided for in the contract are identified as a combined embedded derivative if they share the same risk exposure and are interdependent. Alternatively, when a host contract contains separable embedded derivative(s), the issuer can elect to adopt fair value measurement for the entire instrument. The Group have previously taken that policy choice. Where a convertible loan note permits payment of interest as cash interest or in-kind interest, there is some judgment over whether each note issued for the in-kind interest should be assessed separately for whether it would convert into a variable number of shares, or whether the fact that the number of shares issued on conversion will change based on the period the loan note remains outstanding and to the extent that in-kind interest is chosen instead of cash interest. Certain clauses were amended or removed as a result of the supplemental indenture, and therefore the Group were required to revisit their accounting policy on recognition of the modified loan note. The option to choose cash or in-kind interest means that the holders still have a conversion right that will lead to a variable number of shares, and that conversion will not retain the relative rights of the shareholders and noteholders since recognition of the modified instrument. Therefore, the Group has concluded that the conversion right is not an equity instrument and have continued to adopt a policy of fair valuing the whole instrument. Warrant Liabilities Public warrants are recognized as liabilities in accordance with IFRS 9 at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised. Private warrants linked to sales targets are recognized within equity as these satisfy the “fix to fix” criterion within IAS 32. 2Material accounting policies (continued) Fair value measurements IFRS 13 clarifies that fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier hierarchy is established as follows: Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2Other than quoted prices included in level 1, inputs that are observable for the asset or liability, either directly or indirectly, for suitability for the full term of the asset or liability. Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. Newly adopted accounting policies The accounting policies adopted are consistent with those of the previous financial year, with the exception of newly adopted policies as discussed below. Reverse Stock Split On September 16, 2024, the shareholders of the Company authorized the Board of Directors to affect a reverse stock split of all outstanding shares of common stock. On September 16, 2024, the Board of Directors approved the implementation of a reverse stock split at a ratio of shares, which became effective on September 20, 2024. The Company’s outstanding stock-based awards, including options, restricted stock units and warrants, were also adjusted to reflect the one-for-ten reverse stock split of the Company’s common stock. Outstanding stock-based award units were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity. No fractional shares were issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a pro rata portion of the net proceeds obtained from the aggregation and sale of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses). The reverse stock split resulted in a proportional decrease in the number of authorized ordinary shares and preferred shares, and a proportional increase in the par value of the ordinary shares and preferred shares, in each case in accordance with the reverse stock split ratio. All share and per share amounts in these consolidated financial statements and related notes hereto have been retrospectively adjusted to account for the effect of the reverse stock split. |
Critical accounting judgments and key sources of estimation uncertainty |
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| Critical accounting judgments and key sources of estimation uncertainty | 3Critical accounting judgments and key sources of estimation uncertainty The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the valuation of the share-based consideration, including the fair value of share options and the valuations of derivative liabilities including the Convertible Senior Secured Notes. During the period the Company introduced an adjustment to the credit spread used in the estimation of the fair value of Convertible Senior Secured Notes to reflect changes in company-specific credit risk during the period. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates often require the selection of appropriate valuation methodologies and models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Critical accounting judgments relating to research and development tax relief Research and development tax relief supports companies that work on innovative projects in science and technology. HM Revenue & Customs administers two such tax relief schemes: one aimed at small and medium-sized enterprises (SME); and the R&D expenditure credit scheme (RDEC), aimed at large companies and other companies that aren’t eligible for SME relief. The definition of a large company is based on staff, turnover and balance sheet measures, and includes that of any linked or partner companies. In some cases, the complexity of ownership structures and investment relationships may mean that it is not possible to determine with certainty if a relationship results in a linked or partner company. Management has concluded that whilst the Company itself does not meet the definition of a large Company, as a result of the transactions contemplated under the Investment Agreement on December 23, 2024, it cannot determine with certainty, as at the date of this report, if any relationships exist that result in the presence of any linked or partner companies that would cause the Company to be defined as a large company. Absent of such certainty, the Company has recognized tax relief solely on the basis of the RDEC scheme. A company is considered R&D intensive where its qualifying R&D expenditure is 40% or more of its total expenditure (the ‘intensity threshold’). Companies meeting this intensity threshold are able to claim enhanced support using a higher rate of credit. The Company has determined its eligibility for enhanced support based upon Total administrative & research and development expenses taken from the Consolidated Statement of Comprehensive Income. To qualify for tax relief the work must be part of a specific project to make an advance in science or technology. This definition is based on an international standard. Certain indirect activities related to the project are also qualifying where such activities form part of a project but do not directly contribute to the resolution of the scientific or technological uncertainty. An appropriate proportion of the staffing cost can be qualifying expenditure if the employee is only partly directly and actively involved in relevant research and development activity. Management have applied judgment in determining the proportion of research and development staff costs incurred on non-qualifying activities and the extent of administrative staff costs relating to qualifying indirect activities. Critical accounting judgments relating to modification of incentive programs In relation to the 2021 Incentive Plan on December 19, 2023 and in relation to Enterprise Management Initiative (EMI) option agreements on March 15, 2022 the Company entered into option agreements with certain employees of the Group as replacement option agreements for share options previously granted over shares in the Company. New equity instruments were granted to eligible employees and on the respective date of award, the Company identified the new option agreements granted as replacement option agreements for the respective option agreements cancelled. As such the granting of these replacement option agreements has been accounted for in the same way as a modification of the original grant of equity instruments. 3Critical accounting judgments and key sources of estimation uncertainty (continued) It has been concluded that these modifications increased the fair value of the option agreements granted, measured immediately before and after the modification, and therefore the Company has subsequently included the incremental fair value granted in the measurement of the amount recognized for services received as consideration for the option agreements granted. The incremental fair value granted is the difference between the fair value of the replacement option agreements and the net fair value of the cancelled option agreements, at the date the replacement equity instruments were granted – see note 22 for further details. Key sources of estimation uncertainty relating to the 2021 Incentive Plan During the year ended December 31, 2022 the Board of Directors adopted the “2021 Incentive Award Plan” in order to facilitate the grant of cash and equity incentives to employees. The share options were given to employees of VAGL in relation to shares in the Company. Under the scheme, the participants are granted options which only vest if the employee remains in employment with the company at the vesting date. Options are vested after the first anniversary of the grant date with 6.25% vesting quarterly until the options are fully vested. The “vesting period” is specified in IFRS 2 as the period during which all the specified vesting conditions are to be satisfied in order for the employees to be entitled unconditionally to the equity instrument. The options expire at the end of the day before the tenth anniversary of the grant date. Management is required to use an appropriate pricing model to value the issue of equity to employees or those providing similar services. Any charge to the profit and loss account is therefore a function of the chosen pricing model, which is based on a range of assumptions. The fair value of the equity instruments granted was derived using a Black-Scholes Model and based upon actual share price on grant date. Risk free rate has been determined based upon U.S. Government five-year treasury securities. Expected volatility was determined by the historical volatility of the Company since the completion of the business combination. An attrition rate has been determined based upon historical experience. Key sources of estimation uncertainty relating to convertible loans notes The fair value of the Convertible Senior Secured Notes has been estimated using an option pricing model, in accordance with the International Valuation Standards definition of “market value”. This approach is deemed appropriate because:
Many of the inputs are not observable and Company specific inputs include the expected probability and timing of specific future events. In accordance with IFRS 9, this is treated as a hybrid instrument and is designated in entirety as fair value through profit or loss. Therefore, upon initial recognition the Company has not separated the convertible loan into a host liability component (accounted for at amortized cost) and the derivative liability components (accounted for at fair value through profit or loss). 3Critical accounting judgments and key sources of estimation uncertainty (continued) During the period the Company introduced an adjustment to the credit spread used in the estimation of the fair value of convertible loan notes to reflect changes in company-specific credit risk during the period. Recognized within the credit risk reserve, impact of fair value movements in derivative financial liabilities that are related to changes in the Company’s own credit risk, were subsequently realized upon substantial modification and extinguishment of the existing derivative financial lability, and therefore transferred to accumulated deficit during the period. The valuation methods and assumptions are shown in note 24. On December 23, 2024, The Company entered into the First Supplemental Indenture with Mudrick Capital Management L.P. (together with any fund, entity or account that is managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates, “Mudrick Capital”), which sets forth certain amendments to the Indenture dated December 16, 2021 governing the purchase of Convertible Senior Secured Notes of and from the Company by Mudrick Capital in an aggregate principal amount of $200,000 thousand (equivalent to £151,000 thousand) for an aggregate purchase price of $192,000 thousand (equivalent to £145,000 thousand). The amendments include: (i) effective December 15, 2024, increasing the interest rate applicable to the Convertible Senior Secured Notes to 10.00% for cash interest and 12.00% for PIK interest; (ii) extending the maturity date of the Convertible Senior Secured Notes to December 15, 2028; and (iii) providing for a fixed conversion price of $2.75 per ordinary share (or 363.636 ordinary shares per $1,000 principal amount) for half of the principal amount of the Convertible Senior Secured Notes and $3.50 per ordinary share (or 285.714 ordinary shares per $1,000 principal amount) for the other half. Following the execution of the First Supplemental Indenture, in accordance with the Investment Agreement, the holders of the Convertible Senior Secured Notes delivered conversion notices to the Company for the conversion of the first half of the Convertible Senior Secured Notes at a fixed conversion price, which resulted in the issuance of ordinary shares by the Company to the holders of the Convertible Senior Secured Notes. The company has determined that, in accordance with IFRS 9, these amendments would represent a substantial modification of the existing derivative financial lability and is therefore to be accounted for as an extinguishment of the original derivative financial instrument and the recognition of a new derivative instrument, with the difference between the carrying amount of the original instrument and the fair value of the new derivative instrument being recognized in profit or loss. Option pricing has been utilized to calculate the probability that conversion options, that are embedded within the new instrument, will be in the money at expiration and assign a dollar value to it. The underlying share price of the Company, exercise price, volatility, interest rate, and time to expiration have been used as inputs into the model to derive the option’s theoretical fair value. For detailed information on convertible loans and their embedded derivatives, see note 23. |
Operating segments |
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| Operating segments | |
| Operating segments | 4Operating segments The Group operates as a single operating segment and one reporting segment, being the development and commercialization of eVTOL technology. An operating segment is defined as a component of an entity for which discrete financial information is available and whose results are regularly reviewed by the chief operating decision maker. The Board of Directors review all financial information as a single segment.
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Other operating income |
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| Other operating income | 5Other operating income The analysis of the Group’s other operating income for the year is as follows:
Rolls-Royce settlement Effective May 22, 2024, the Company entered into an agreement with Rolls-Royce to terminate the contract with Rolls-Royce to design an Electric Propulsion Unit (EPU). Pursuant to the agreement, the Company received a cash payment from Rolls-Royce for an amount equal to $34 million. In addition, the Company also received a non-cash transfer of 140 thousand of the Company’s own ordinary shares valued at $1 million recognized within a treasury shares reserve. Government grants Government grants relate to amounts receivable from grant awarding bodies relating to the research and development of eVTOL technologies. These grants are made to fund research and development expenditure and are recognized in profit or loss in the period to which the expense they are intended to fund relates. R&D tax relief The Company recognizes R&D tax relief relating to the UK R&D expenditure credit (“RDEC”) within Other operating income and UK small and medium-sized enterprise (“SME”) R&D tax relief within Income tax credit - see note 9 for further details. |
Expenses by nature |
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| Expenses by nature | 6Expenses by nature Included within administrative expenses and research and development expenses are the following expenses.
Staff costs relate primarily to salary and salary - related expenses, including social security and pension contributions. Staff costs exclude share-based payments – see note 22 for further details. Share-based payment expense primary relates to both R&D staff and administrative staff and includes the following:
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Net finance (costs)/income |
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| Net finance (costs)/income | 7Net finance (costs)/income
The substantial modification of convertible loan notes includes £1,370 thousand of directly attributable transaction costs - for more information on finance income/(costs) arising on convertible loan notes see note 23. |
Basic and diluted loss per share |
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| Basic and diluted loss per share | 8Basic and diluted loss per share Basic earnings per share, in this case a loss per share, is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the number of ordinary shares outstanding. Because a net loss for all periods presented has been reported, the diluted loss per share is the same as basic loss per share. Therefore, all potentially dilutive common stock equivalents are anti-dilutive and have been excluded from the calculation of net loss per share. On September 20, 2024, the implementation of a reverse stock split at a ratio of shares became effective. The reverse stock split resulted in a proportional decrease in the number of authorized ordinary shares and preferred shares, and a proportional increase in the par value of the ordinary shares and preferred shares, in each case in accordance with the reverse stock split ratio. All share and per share amounts in these consolidated financial statements and related notes hereto have been retrospectively adjusted to account for the effect of the reverse stock split The calculation of loss per share is based on the following data:
On December 23, 2024 the holders of the Convertible Senior Secured Notes delivered conversion notices to the Company for the conversion of half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes at a fixed conversion price of $2.75 per Ordinary Share (the “Partial Conversion”), which resulted in the issuance of 47,343,585 ordinary shares with a reference share price of $7.42 per ordinary share by the Company to the holders of the Convertible Senior Secured Notes. 8Basic and diluted loss per share (continued) As of December 31, 2024, there were 37,198,531 ordinary shares potentially issuable upon exercise of the remaining outstanding principal amount of the Convertible Senior Secured Notes that could potentially dilute basic earnings per share in the future, but that are not included in the calculation of basic and diluted loss per share. Subsequent to the year end, on January 24, 2025, the Company closed the 2025 Offering, consisting of 15,000,000 Units, with each Unit consisting of (i) one ordinary share; (ii) of one Tranche A Warrant; and (iii) of one Tranche B Warrant. This transaction would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the period had this transaction occurred before the end of the reporting period. |
Income tax (charge)/credit |
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| Income tax (charge)/credit | 9Income tax (charge)/credit Tax (charged to)/credited in profit or loss:
The tax on loss before tax for the year is lower (2023: lower, 2022: lower) than the respective rate of corporation tax in the UK of 25% (2023: 19%, 2022: 19%). The differences are reconciled below:
From April 1, 2023 there is no longer a single corporation tax rate in the UK for non-ring fence profits. At the Autumn Budget 2024, the U.K. government announced a cap to the headline rate of Corporation Tax at 25% for the duration of the current Parliament. A small profits rate of 19% exists for companies with profits of £50 thousand or less. Companies with profits between £50 thousand and £250 thousand pay tax at the main rate, reduced by a marginal relief. No deferred tax assets or liabilities have been recognized as the Group has a surplus of UK tax losses, which offset in the same jurisdiction as any deferred tax liabilities. A deferred tax asset for the surplus tax losses has not been recognized as the Group has not yet been profitable and therefore there is uncertainty over the availability of future taxable profits against which to utilize the tax losses. Unused potential tax losses for which no deferred tax asset has been recognized as at December 31, 2024 were estimated as £934,012 thousand (2023: £116,000 thousand). |
Property, plant and equipment |
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| Property, plant and equipment | 10Property, plant and equipment
All property, plant and equipment is attributable to the UK. |
Right of use assets |
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| Right of use assets | 11Right of use assets
The right of use assets are leasehold properties in Bristol and Kemble, UK. Further information on the lease liabilities of these leases can be found in note 17. |
Intangible assets |
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| Intangible assets | 12Intangible assets
The amortization charge of £885 thousand (2023: £1,164 thousand) is shown in Administrative expenses. All intangible assets are attributable to the UK and IT software is third party software licenses, which includes perpetual licenses and implementation costs. The carrying amounts of the software was reviewed at the reporting date and management determined that there were no indicators of impairment. |
Cash and cash equivalents |
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| Cash and cash equivalents | |
| Cash and cash equivalents | 13Cash and cash equivalents Restricted cash is deemed to be restricted by way of a rent guarantee, which the counterparty can call on in the event of default by the Company. All balances are held with financial institutions with a minimum rating of ‘A’. |
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| Trade and other receivables | 14Trade and other receivables
Included within R&D tax relief receivable £8,686 thousand claimed under the HMRC RDEC scheme (2023: £578 thousand) and £nil for R&D tax relief claimed under the HMRC SME Scheme (2023: £15,838 thousand). Expected credit losses were not significant in 2024 or 2023. The Group's exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other receivables is disclosed in note 25 Financial risk management and impairment of financial assets. |
Share capital and other reserves |
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| Share capital and other reserves | 15Share capital and other reserves Allotted, called up and fully paid shares
Ordinary shares (other than shares held in treasury) have full voting rights, full dividend rights. Treasury shares totaling 140,000 are excluded as at December 31, 2024 (2023: nil). The Company is authorized to issue 200,000,000 ordinary shares. During the period 47,557,591 ordinary shares were issued as shown below:
On March 13, 2024 and in relation to the SF Investment Agreement, the Company issued 200,000 ordinary shares resulting in proceeds of £15,629 thousand and share premium of £15,629 thousand ($20,000 thousand). On December 23, 2024 the holders of the Convertible Senior Secured Notes delivered conversion notices to the Company for the conversion of half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes at a fixed conversion price of $2.75 per ordinary share (or 363.636 shares per $1,000 of principal amount). This resulted in the issuance of 47,343,585 ordinary shares, with a reference share price of $7.42 per ordinary share, by the Company to the holders of the Convertible Senior Secured Notes and the recognition of share premium of £280,567 thousand. Effective May 22, 2024, the Company entered into an agreement with Rolls-Royce to terminate the contract with Rolls-Royce to design an Electric Propulsion Unit (EPU). The agreement provides for the transfer from Rolls-Royce to the Company of the Company’s ordinary shares, which Rolls-Royce acquired from the Company in a private placement transaction in 2021. A treasury share reserve of £803 thousand reflecting 140,000 shares has been recognized as a result. 15Share capital and other reserves (continued) Nature and purpose of other reserves
The share-based payments reserve is used to recognize the grant date fair value of options issued to employees but not exercised. The translation reserve arises as a result of the retranslation of overseas subsidiaries and the Company’s USD denominated balances in consolidated financial statements. The warrant reserve is used to recognize the fair value of warrants issued in exchange for a fixed amount of cash or another financial asset for a fixed number of the Company’s ordinary shares (“fixed-for-fixed condition”). In accordance with the SF Investment Agreement, 50 million warrants were issued on March 13, 2024 resulting in £3,907 thousand ($5,000 thousand) being recognized within the warrant reserve. On October 29, 2021, the Company entered into the Virgin Atlantic Warrant Instrument, which provides for a warrant over 262,500 ordinary shares. These warrants remain outstanding and are valued at £8,558 thousand within the warrant reserve. The merger reserve is used to reflect any difference between the consideration and the book value of net assets acquired as part of a business combination. The credit risk reserve recognizes the impact of fair value movements in derivative financial liabilities that are related to changes in the Company’s own credit risk. Changes in Company-specific credit risk during the period, by way of a 11.0 percentage point increase in credit spread (giving an overall discount rate of 37.5)%, resulted in downward adjustments to the resultant valuation of Convertible Senior Secured Notes of £22,293 thousand. Such amounts were realized upon substantial modification and extinguishment of the existing derivative financial liability, and therefore transferred to accumulated deficit during the period. |
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Loans from related parties |
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| Loans from related parties | 16Loans from related parties
On December 15, 2021 Mudrick Capital purchased Convertible Senior Secured Notes of and from the Company in an aggregate principal amount of $200,000 thousand for an aggregate purchase price of $192,000 thousand (the “Purchase Price”). See note 23 for more detail. On December 23, 2024, The Company entered into the First Supplemental Indenture with Mudrick Capital, which sets forth certain amendments to the Indenture dated December 16, 2021. The amendments include: (i) effective December 15, 2024, increasing the interest rate applicable to the Convertible Senior Secured Notes to 10.00% for cash interest and 12.00% for PIK interest; (ii) extending the maturity date of the Convertible Senior Secured Notes to December 15, 2028; and (iii) providing for a fixed conversion price of $2.75 per ordinary share (or 363.636 ordinary shares per $1,000 principal amount) for half of the principal amount of the Convertible Senior Secured Notes and $3.50 per ordinary share (or 285.714 ordinary shares per $1,000 principal amount) for the other half. See note 25 for more details. 16Loans from related parties (continued) Option pricing has been utilized to calculate the probability that the embedded conversion options will be in the money at expiration and assign a dollar value to it. The underlying share price of the Company, exercise price, volatility, interest rate, and time to expiration have been used as inputs into the model to derive the option’s theoretical fair value. As of December 31, 2024 an estimated fair value of £524,242 thousand was calculated for the Convertible Senior Secured Notes. Following the execution of the First Supplemental Indenture, in accordance with the Investment Agreement, the holders of the Convertible Senior Secured Notes delivered conversion notices to the Company for the conversion of half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes at a fixed conversion price of $2.75 per ordinary share, which resulted in the issuance of 47,343,585 ordinary shares, with a reference share price of $7.42 per ordinary share, by the Company to the holders of the Convertible Senior Secured Notes. Accordingly, on December 23, 2024, the ultimate controlling party became Mudrick Capital (including funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates). |
Lease liabilities |
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| Lease liabilities | 17Lease liabilities The balance sheet shows the following amounts relating to lease liabilities:
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Lease liabilities maturity analysis A maturity analysis of lease liabilities based on contractual undiscounted gross cash flow is reported below:
17Lease liabilities(continued) Total cash outflows related to leases Total cash outflows related to leases are presented in the table below:
A reconciliation of the lease creditors is shown below:
Lease creditors relate to property in Bristol and Kemble, UK. The cost, depreciation charge and carrying value for the right-of-use asset is disclosed in note 11 Right of use assets. The interest expense on lease liabilities is disclosed in note 7. |
Provisions |
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| Provisions | 18Provisions
The dilapidation provision was recognized as a result of the obligation to return the leased property in Bristol, UK to its original condition at the end of the lease which currently expires in 2028. The provision is expected to be utilized at the end of the lease period. |
Trade and other payables |
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| Trade and other payables | 19Trade and other payables Amounts falling due within one year:
Amounts falling due after more than one year:
The Group’s exposure to market and liquidity risks, including maturity analysis, related to trade and other payables is disclosed in note 25 Financial risk management and impairment of financial assets. Amounts due to related parties include the reimbursement of legal fees incurred in relation to the Investment Agreement and the transactions contemplated thereunder. The reimbursement of such fees is a closing condition of the Investment Agreement. For more information on Amounts due to related parties, please see note 26. |
Warrant liabilities |
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| Warrant liabilities | 20Warrant liabilities The following warrants are in issue but not exercised and recorded as a liability:
Recorded as a liability, the following shows the change in fair value:
20Warrant liabilities (continued) The Public Warrants and Convertible Notes warrants expire on December 16, 2026, or earlier upon redemption or liquidation. Each such warrant entitles the registered holder to purchase share of common stock, meaning that ten warrants must be exercised for a holder of warrants to receive one ordinary share of the Company at a price of $115.00 per share. Such warrants may only be exercised for a whole number of shares. Once such warrants become exercisable, the Company may redeem such warrants at a price of $0.10 per warrant if the closing price of the common stock equals or exceeds $180.00 per share for any trading days within a -trading day period. The exercise price and number of common stock issuable upon exercise of warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. On December 4, 2024, the New York Stock Exchange (the “NYSE”)filed a Form 25 with the SEC, removing the Public Warrants from their listing on the NYSE. |
Pension and other schemes |
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| Pension and other schemes | 21Pension and other schemes Defined contribution pension scheme The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to £2,068 thousand (2023: £2,231 thousand). Contributions totaling £8 thousand (2023: £15 thousand) were payable to the scheme at the end of the year and are included in trade and other payables. |
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| Share-based payments | 22Share-based payments The Group has established two employee option plans. The EMI Scheme was closed to employees during 2021, and the 2021 Incentive Plan was implemented in 2022. The total expense recognized by the company during the year in respect of these plans is shown below:
2021 Incentive Plan Employees in the Company are granted options in relation to shares issued by the Company. Under the scheme, participants are granted options which only vest if the employee remains in employment with the company at the vesting date. Such options typically vest from the first anniversary of the grant date, with 6.25% vesting quarterly until the options are fully vested. The options expire at the end of the day before the tenth anniversary of the grant date. The fair value of the equity instruments granted was derived using a Black-Scholes Model and based upon actual share price on grant date. The following inputs were used:
22Share-based payments (continued) Expected volatility was determined by the historical volatility of the Company. The total expense recognized by the company during the year in respect of the 2021 Incentive Plan is £7,142 thousand (2023: £8,084 thousand). The movements in the number of employee share options during the year were as follows:
The number of options outstanding as at the end of the period consists of 1,062,415 nil cost options and 108,796 Company Share Option Plan (CSOP) options, with exercise prices ranging from £nil to £9.80. Options exercised during the period related solely to nil-cost options. The movements in the weighted average exercise price of CSOP options during the year were as follows:
During the year ended December 31, 2023, the CSOP options granted during the year ended December 31, 2022 were replaced by the Company through the issuance of replacement awards that reduced the participants respective exercise price from £66.30 to £9.80. No additional awards were awarded to scheme participants and no changes to the vesting conditions were made. The Company has accounted for the incremental fair value of these replacement awards, determined using a Black-Scholes Model, in addition to the grant-date fair value of the original award. The main inputs are set out in the table below.
Expected volatility was determined by the historical volatility of the Company.The incremental fair value expense recognized by the company as a result of the modification is £18 thousand (2023: £119 thousand). 22Share-based payments (continued) Details of share options outstanding at the end of the year were as follows:
The number of options which were exercisable at December 31, 2024 was 380,763 (December 31, 2023: 173,006) with exercise prices ranging from £nil to £8.95. Options exercised during the period related solely to nil-cost options. EMI Scheme The movements in the number of EMI share options during the year were as follows:
The movements in the weighted average exercise price of share options during the year were as follows:
Details of share options outstanding at the end of the year are as follows:
The number of options which were exercisable as at December 31, 2024 was 635,240 (2023: 495,681) with exercise prices ranging from £1.84 to £11.49. 22Share-based payments (continued) The option pricing model used was a Black-Scholes Model and the main inputs are set out in the table below:
Given the lack of share price history, volatility was estimated with reference to other industry competitors, on a listed stock market, with a premium attached for various uncertainties. The total expense recognized by the company during the year in respect of the EMI scheme was £344 thousand (2023: £732 thousand). |
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| Derivative financial liabilities | 23Derivative financial liabilities The Convertible Senior Secured Notes are classified as derivative financial liabilities of the Company. The following sets forth information regarding the Company's measurement of the Convertible Senior Secured Notes:
Period prior to substantial modification On December 15, 2021, Mudrick Capital purchased Convertible Senior Secured Notes of and from the Company in an aggregate principal amount of $200,000 thousand for an aggregate purchase price of $192,000 (the “Purchase Price”). The Convertible Senior Secured Notes were initially convertible into up to 1,818,182 ordinary shares at an initial conversion rate of 9.09091 ordinary shares per $1,000 principal amount. The Convertible Senior Secured Notes bore interest at the rate of 9% per annum, as the Company elected to pay interest in-kind, by way of PIK Notes. Interest was paid semi-annually in arrears. The Convertible Senior Secured Notes had an initial maturity date of the fifth anniversary of issuance and were redeemable at any time by the Company for cash. 23Derivative financial liabilities (continued) Substantial modification and partial conversion On December 23, 2024, the Company entered into the First Supplemental Indenture setting forth certain amendments, including: (i) increasing the interest rate applicable to the Convertible Senior Secured Notes to 10.00% for cash interest and 12.00% for PIK interest; (ii) extending the maturity date of the Convertible Senior Secured Notes to December 15, 2028; and (iii) providing for a fixed conversion price of $2.75 per ordinary share (or 363.636 ordinary shares per $1,000 principal amount) for half of the principal amount of the Convertible Senior Secured Notes and $3.50 per ordinary share (or 285.714 ordinary shares per $1,000 principal amount) for the other half. The company has determined that, in accordance with IFRS 9, these amendments represent a substantial modification of the existing derivative financial lability and is therefore accounted for as an extinguishment of the original derivative financial instrument and the recognition of a new derivative instrument, with the difference between the carrying amount of the original instrument and the fair value of the new derivative instrument being recognized in profit or loss. No change to the Company-specific credit risk were made upon substantial modification and modification. Period after substantial modification In accordance with IFRS 9, the Convertible Senior Secured Notes are treated as a hybrid instrument and are designated in their entirety as fair value through profit or loss. Therefore, upon initial recognition the Company has not separated the Convertible Senior Secured Notes into a host liability component (accounted for at amortized cost) and the derivative liability components (accounted for at fair value through profit or loss). The valuation methods and assumptions are shown in note 24. Following the execution of the First Supplemental Indenture, the noteholders delivered conversion notices to the Company for the conversion of half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes at a fixed conversion price of $2.75 per Ordinary Share, which resulted in the issuance of 47,343,585 ordinary shares, with a reference share price of $7.42 per ordinary share, by the Company to the holders of the Convertible Senior Secured Notes. As of December 31, 2024 a total of 37,198,531 ordinary shares are potentially issuable upon exercise of the remaining outstanding principal amount of Convertible Senior Secured Notes. Following the Partial Conversion, in accordance with the Investment Agreement, the Company’s wholly owned subsidiary, VAGL, entered into the second supplemental indenture to the Indenture with the Trustee (the “Second Supplemental Indenture”), pursuant to which VAGL became a guarantor of the Convertible Senior Secured Notes under the Indenture on a senior secured basis. Also following the Partial Conversion, in accordance with the Investment Agreement, Mudrick Capital executed a Waiver, dated December 23, 2024, granting waivers to the Company in respect of certain existing and potential defaults, including the covenant requiring all material intellectual property to be owned by the Company or a guarantor to the Indenture, as well as any events of default potentially resulting therefrom, under the Indenture, subject to certain terms and conditions specified therein. Prior to the Second Supplemental Indenture, material intellectual property was owned by VAGL, which was both cured by its becoming a guarantor to the Indenture and any resulting default being waived by the Waiver. A number of other covenants exist in relation to the Company’s obligations in respect of the Convertible Senior Secured Notes, including (but not limited to): payments under the Convertible Senior Secured Notes and interest thereunder; furnishing the trustee with Exchange Act reports; compliance with Section 13 or 15(d) of the Exchange Act; provision of an annual compliance certificate; relinquishing of the benefit or advantage of, any stay, extension or usury law; acquisition of the Convertible Senior Secured Notes by the Company; permitting any Company subsidiaries to provide a charge over the Convertible Senior Secured Notes; limitation on liens securing indebtedness; limitation on asset sales; limitation on transactions with affiliates; limitation on restricted payments; and retention of $10 million cash. As at 31 December, 31 2024, the Vertical Aerospace Group Ltd. granted fixed and floating charges over all of its assets as security for the Convertible Senior Secured Notes and all liabilities under the Indenture (as amended) and cash at bank includes £7,981 thousand in accordance with the above covenant. |
Financial instruments |
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| Financial instruments | 24Financial instruments Financial assets at amortized cost
The fair value of financial assets is based on the expectation of recovery of balances. All balances are expected to be received in full. Trade and other receivables have been categorized in level 2 of the fair value hierarchy. All other balances have been recognized in level 1 of the fair value hierarchy. Financial liabilities at amortized cost:
All balances have been recognized in level 2 of the fair value hierarchy. Financial liabilities at fair value through profit or loss:
Warrants are quoted on the OTC Bulletin Board (an interdealer automated quotation system for equity securities that is not a national securities exchange) and are therefore categorized in level 2 of the fair value hierarchy (see note 20). The Convertible Senior Secured Notes (both host contract and embedded derivative) are categorized in level 3 of the fair value hierarchy (see note 23). Valuation methods and assumptions Financial liabilities at amortized cost The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material. Due to their short maturities, the fair value of the trade and other payables approximates their book value. The total interest expense for financial liabilities not held at fair value through profit or loss is £156 thousand (2023: £199 thousand). 24Financial instruments (continued) Financial liabilities at fair value through profit or loss The fair value of the Convertible Senior Secured Notes has been estimated using an option pricing model, in accordance with the International Valuation Standards definition of “market value”. The Convertible Senior Secured Notes, initially had a five-year term from the date of issuance on December 16, 2021 and a payment-in-kind interest rate of 9.0% (compounding semi-annually), or a cash interest rate of 7.0% (paid semi-annually). The holder of the Convertible Senior Secured Notes had an initial right to convert them into ordinary shares in the Company at any time at a conversion ratio of 90.9091 per $1,000 principal amount (with any payment-in-kind accrual converting at the same ratio). On December 23, 2024 the maturity date was extended to December 15, 2028 and the Conversion Rate was amended to 363.636 Ordinary Shares per $1,000 principal amount of notes in relation to the first $130,194,859 principal amount of the Convertible Senior Secured Notes, which was immediately converted by the noteholder into ordinary shares, and 285.714 Ordinary Shares per $1,000 principal amount of Convertible Senior Secured Notes for the remaining portion outstanding. Additionally, effective December 15, 2024, each Convertible Senior Secured Notes accrues interest at 10.0% per annum with respect to interest paid in cash and 12.0% per annum with respect to payment-in-kind interest. The outstanding principal immediately following partial conversion, and as at December 31, 2024, is $130,194,859. Option pricing has been utilized to calculate the probability that these options will be in the money at expiration and assign a dollar value to it. The underlying share price of the Company, exercise price, volatility, interest rate, and time to expiration have been used as inputs into the model to derive the option’s theoretical fair value. As of December 31, 2024 an estimated fair value of £524,242 thousand (2023: £109,291 thousand) was calculated for the Convertible Senior Secured Notes, based on the following valuation inputs:
As of December 23, 2024, immediately after substantial modification of the terms of the Convertible Senior Secured Notes, an estimated fair value of £574,476 thousand was calculated based upon a share price of $7.42. Company specific inputs include the expected probability and timing of future equity financing, in addition to the probability and timing of a future fundamental change. Credit spread is initially selected such that the fair value of the Convertible Senior Secured Notes reconciles to the total purchase price of $192.0 million based upon the arms’ length transaction closing as of December 15, 2021, subsequently adjusted for company-specific credit risk. Changes in Company-specific credit risk were made during the period, by way of a 11.0 percentage point increase in credit spread, resulting in downward adjustments to the resultant valuation of £22,293 thousand prior to extinguishment of the original liability. 24Financial instruments (continued) Risk-free rate is based on the interest rate on US government debt with a to five-year term. Volatility is based upon a reduction on the historical ordinary share volatility rate as operations develop and mature. Historical share price volatility of comparable companies with a three-month to four-year terms have also been considered. Had the stock price traded higher, or higher volatility been assumed then this would have resulted in a higher fair value being attributed to the instrument. An increase in the interest rate, risk - free rate or credit spread applied would result in a reduction in the fair value being attributed to the instrument.
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Financial risk management and impairment of financial assets |
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| Financial risk management and impairment of financial assets | 25Financial risk management and impairment of financial assets The Group’s activities expose it to a variety of financial risks: market risk, credit risk, exchange rate risk and liquidity risk. Credit risk and impairment Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from prepayments to suppliers and distributors and deposits with the Group’s bank. Restricted cash as at December 31, 2024 includes £1,700 thousand (2023: £1,700 thousand) in relation to rent guarantees. Included in Cash at bank is £7,981 thousand (2023: £7,845 thousand) that is deemed to contain certain restrictions in order to satisfy certain covenants as at December 31, 2024. Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of interest. The carrying amount of financial assets represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the balance sheet date was £632 thousand (2023: £875 thousand) being the total of the carrying amount of financial assets excluding cash, which includes trade receivables and other receivables. All the receivables are with parties in the UK. 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. The Group provides for impairment losses based on estimated irrecoverable amounts determined by reference to specific circumstances and the experience of management of debtor default in the industry. On that basis, the loss allowance as at December 31, 2024 and December 31, 2023 was determined as £nil for trade receivables. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s financial position. The Group’s principal exposure to market risk is foreign exchange rate fluctuations. There are currently no currency forwards, options, or swaps to hedge this exposure. 25Financial risk management and impairment of financial assets (continued) Foreign exchange risk The Group is exposed to foreign exchange risk arising from exposure to various currencies in the ordinary course of business. The Group holds cash in USD, EUR and GBP. The majority of the Group’s trading costs are in GBP; however, the Group also has supply contracts denominated in USD and EUR. The Group holds sufficient cash in USD,EUR and GBP to satisfy its trading costs in each of these currencies. In 2024 and 2023, the Group did not consider foreign exchange rate risk to have a material impact on the financial statements and therefore no sensitivity analysis is presented. The Company may be exposed to material foreign exchange risk in subsequent years because of the significance of the USD denominated Convertible Senior Secured Notes in particular relative to USD deposits and cash held ($8,263 thousand at December 31, 2024), which are expected to decline as expenses are incurred until future funding is secured. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Group’s management uses short and long-term cash flow forecasts to manage liquidity risk. Forecasts are supplemented by sensitivity analysis used to assess funding adequacy for at least a 12-month period. The Company manages its cash resources to ensure it has sufficient funds to meet all expected demands as they fall due. Maturity analysis The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting arrangements.
Capital management The Group’s objective when managing capital is to ensure the Group continues as a going concern and grows in a sustainable manner. Given the ongoing development of eVTOL aircraft with minimal revenues, the Group relies on funding raised from, and in connection with, the Business Combination transaction and other equity investors. Cash flow forecasting is performed on a regular basis which includes rolling forecasts of the Group’s liquidity requirements to ensure that the Group has sufficient cash to meet operational needs. |
Related party transactions |
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| Related party transactions | 26Related party transactions Key management personnel compensation Key management personnel are the members of the Board and executive officers.
The short-term benefits disclosed above include £187 thousand (2023: £nil) of bonuses which were unpaid as at year end and are included in other payables. Aggregate gains made on the exercise of share options for the Directors during the year totaled £nil (2023: £1,788 thousand). Summary of relationship with Directors On September 11, 2023, the Company appointed Stuart Simpson as Chief Financial Officer and on May 1, 2024 the Company appointed Stuart Simpson as Chief Executive Officer, replacing Stephen Fitzpatrick. During the period ended December 31,2024 a total of 1,195,035 share options were awarded to Stuart Simpson and subsequent to the year end, on January 24, 2025 a total of 360,245 further share options were awarded to Stuart Simpson, vesting on a quarterly basis until March 31, 2028. Stuart Simpson’s employment agreement with the Company includes an anti-dilution provision, pursuant to which, subject to Stuart Simpson’s continued employment as Chief Executive Officer of the Company, the award represents less than 2.4% of the Company's issued and outstanding ordinary shares (excluding Earn Out Shares), the Company will grant further nil-cost options such that Stuart Simpson’s holding (excluding any sold, transferred or other disposed shares) remains 2.4% of the Company's then issued and outstanding ordinary shares. On May 1, 2024 the Company appointed Benjamin Story as a member of the Board of Directors. On September 16, 2024, the Company appointed Vincent Casey as a member of the Board of Directors. Subsequent to the year end, on January 14, 2025, Vincent Casey resigned as a member of the Board of Directors. On September 20, 2024, the Company appointed Stephen Welch as a member of the Board of Directors. From November 6, 2024, Mike Flewitt no longer served as the chair nor as a member of the Board of Directors. Stephen Welch was appointed as the chairman of the Board as from that date. Subsequent to the year end, on January 14, 2025, Dómhnal Slattery was appointed as a member of the Board of Directors and chairman of the Board, replacing Stephen Welch, who remains a member of the Board of Directors. Subsequent to the year end, on January 24, 2025 Dómhnal Slattery was awarded 814,700 share options, vesting on a quarterly basis until December 31, 2028. Dómhnal Slattery’s engagement letter with the Company includes an anti-dilution provision, pursuant to which, subject to Dómhnal Slattery’s continued service as the chairman of the Board, if his award represents less than 1% of the Company’s issued and outstanding ordinary shares (excluding Earn Out Shares), the Company will grant further nil-cost options such that Dómhnal Slattery’s award, when fully vested, (excluding any sold, transferred or other disposed shares) remains 1% of the Company’s then issued and outstanding ordinary shares. During the period ended December 31, 2024 a total of 76,142 share options and restricted stock units were awarded to independent members of the Board of Directors. 26Related party transactions (continued) Summary of relationship with Stephen Welch Pursuant to a remuneration arrangement between Stephen Fitzpatrick and Stephen Welch, a portion of Stephen Welch’s compensation for his services rendered as a director of the Company in 2024 (including as a member of any committee of the Board) was paid by Stephen Fitzpatrick. However, on December 20, 2024, the Company agreed to reimburse Stephen Fitzpatrick for all documented fees and expenses incurred up to the date of the Partial Conversion of Convertible Senior Secured Notes in connection with Stephen Welch’s position on the Board, subject to a cap of $75 thousand (£60 thousand). Accordingly, amounts totaling £60 thousand remained payable and outstanding as at December 31, 2024. Subsequent to the year end, on January 30, 2025, the Company agreed to waive the cap to settle all outstanding compensation with £35 thousand subsequently paid to Stephen Welch. Summary of relationship with Stephen Fitzpatrick On February 22, 2024 the Company entered into the SF Investment Agreement with Imagination Aero Ltd., a company wholly owned by Stephen Fitzpatrick (at such time, the Company’s majority shareholder and a member of the Board of Directors), pursuant to which Imagination Aero agreed to purchase, and the Company agreed to issue and sell to Imagination Aero, up to $50 million of (i) newly issued ordinary shares and (ii) 50,000,000 SF Warrants with each warrant entitling the registered holder to purchase -tenth of one ordinary share. In accordance with the SF Investment Agreement, on March 13, 2024, $25 million in gross proceeds were received for 200 thousand shares (resulting in £15,629 thousand being recognized within share premium) and 50 million warrants (resulting in £3,907 thousand being recognized within the warrant reserve). In connection with the SF Investment Agreement and the transactions contemplated thereunder, the Company agreed to reimburse legal fees incurred by Stephen Fitzpatrick totaling £175 thousand, with no such amounts outstanding as at December 31, 2024. Pursuant to the terms of the SF Investment Agreement, subject to certain conditions, Imagination Aero Ltd. committed to fund a second tranche of equity investment in the amount of $25 million, with payment due by August 14, 2024. The Company did not receive payment of any portion of this amount and on December 20, 2024, the Company entered into an Investment Agreement whereby all obligations under the SF Investment Agreement are deemed expired, including in respect of the funding commitment in respect of the second tranche $25 million funding commitment. Furthermore, on December 20, 2024 the Company entered into an Investment Agreement whereby Stephen Fitzpatrick would be granted the right to participate for $25 million in the Company’s 2025 Offering on the same economic terms as other investors, or in the event he elects not to participate, a 12 month option to invest $25 million in Ordinary Shares of the Company at a strike price equal to the per share purchase price paid by investors in the 2025 Offering. Subsequent to the period end, and on January 24, 2025, the Company’s closed its 2025 Offering in which Stephen Fitzpatrick did not elect to participate but retains the option to purchase up to $25 million Ordinary Shares of the Company, and on January 30, 2025 Stephen Fitzpatrick resigned from the Board of Directors. Also subsequent to the year end, the Company reimbursed Imagination Industries Investments Ltd, a company controlled by Stephen Fitzpatrick, and Stephen Fitzpatrick amounts totaling £871 thousand relating to legal fees incurred in relation to the Investment Agreement and the transactions contemplated thereunder. During the year, Imagination Industries Investments Ltd, a company controlled by Stephen Fitzpatrick provided and charged the Group with additional services totaling £130 thousand (2023: £83 thousand), of which £56 thousand was outstanding as at December 31, 2024 (December 31, 2023: £nil), and the Group provided Imagination Industries Investments Ltd with services totaling £52 thousand (2023: £nil), of which £52 thousand was outstanding as at December 31, 2024 (December 31, 2023: £nil). 26Related party transactions (continued) Investment Agreement and Related Transactions On December 23, 2024, The Company entered into the First Supplemental Indenture with Mudrick Capital, which sets forth certain amendments to the Indenture dated December 16, 2021. The amendments include: (i) effective December 15, 2024, increasing the interest rate applicable to the Convertible Senior Secured Notes to 10.00% for cash interest and 12.00% for PIK interest; (ii) extending the maturity date of the Convertible Senior Secured Notes to December 15, 2028; and (iii) providing for a fixed conversion price of $2.75 per ordinary share (or 363.636 ordinary shares per $1,000 principal amount) for half of the principal amount of the Convertible Senior Secured Notes and $3.50 per ordinary share(or 285.714 ordinary shares per $1,000 principal amount) for the other half. Following the execution of the First Supplemental Indenture, in accordance with the Investment Agreement, the holders of the Convertible Senior Secured Notes delivered conversion notices to the Company for the conversion of half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes at a fixed conversion price of $2.75 per ordinary share. This resulted in the issuance of 47,343,585 ordinary shares, with a reference share price of $7.42 per ordinary share, by the Company to the holders of the Convertible Senior Secured Notes. Accordingly, on December 23, 2024 the ultimate controlling party of the Company became Mudrick Capital (including funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates). Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. For the period from December 23, 2024 to December 31, 2024 the Company recognized fair value losses totaling £230,495 thousand in relation to Convertible Senior Secured Notes. Subsequent to the year end, the Company reimbursed Mudrick Capital amounts totaling £877 thousand relating to legal fees and transaction costs incurred, and accrued as at December 31, 2024, in relation to the Investment Agreement and the transactions contemplated thereunder. 2025 Offering On December 20, 2024, the Company enterest into the Investment Agreement, which sets forth, among other things, a commitment from Mucrick Capital to fund up to $50 million to the Company in its subsequent funding round, with $25 million funded on a non-contingent basis, and a backstop commitment for an additional up to $25 million to be funded by Mudrick Capital if the Company is not able to raise such amount in such funding round. Subsequent to the year end, on January 24, 2025, the Company closed its subsequent funding round by way of the 2025 Offering, in which Mudrick Capital invested its $25 million non-contingent funding commitment in exchange for 4,166,666 Units, with each Unit consisting of (i) one ordinary share; (ii) of one Tranche A Warrant; and (iii) of one Tranche B Warrant. The Tranche A warrants will expire on the earlier of: (i) upon the satisfaction of both of the following conditions: (a) the Company successfully demonstrating a wing-borne flight of its VX4 prototype aircraft and (b) the 10-day volume weighted average price of the Company’s ordinary shares, following the public disclosure of such successful wing-borne flight, being equal to or greater than, 103% of the exercise price of the warrants, the 30th day following the date of such disclosure; and (ii) the five-year anniversary of the date of issuance. The Tranche A warrants are exercisable at an exercise price of $6.00 per whole ordinary share. The Tranche B warrants will expire five years from the date of issuance and are exercisable at an exercise price of $7.50 per whole ordinary share.
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Ultimate controlling party |
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Dec. 31, 2024 | |
| Ultimate controlling party | |
| Ultimate controlling party | 27Ultimate controlling party On December 23, 2024, upon consummation of the Partial Conversion, the ultimate controlling party became Mudrick Capital (including funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates). Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick, through Mudrick Capital, is responsible for the voting and investment decisions relating to such ordinary shares held directly or indirectly by Mudrick Capital. Prior to December 23, 2024 the ultimate controlling party was Stephen Fitzpatrick. |
Non adjusting events after the reporting period |
12 Months Ended |
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Dec. 31, 2024 | |
| Non adjusting events after the reporting period | |
| Non adjusting events after the reporting period | 28Non adjusting events after the reporting period On January 24, 2025, we closed the 2025 Offering, comprising an underwritten public offering for 15,000,000 Units, with each Unit consisting of (i) one ordinary share; (ii) -half of one Tranche A Warrant; and (iii) -half of one Tranche B Warrant. Gross proceeds of the 2025 Offering totaled $90 million, before deducting underwriting discounts and commissions and other offering expenses. |
Quarterly Financial Information (Unaudited) |
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| Quarterly Financial Information (Unaudited) | 29 Quarterly Financial Information (Unaudited) In March 2025, the Group identified an error related to the classification of the derivative financial liabilities in its consolidated statements of financial position as at June 30, 2024 and as at September 30, 2024 (no consolidated statements of financial position as at March 30, 2024 were published by the Group). During the periods noted, derivative financial liabilities were erroneously classified as non-current liabilities. Amendments to IAS 1 with respect to the classification of liabilities as current or non-current, effective for periods beginning on or after January 1, 2024 require that, for an entity to classify a liability as non-current, the entity must have the right at the reporting date to defer settlement of the liability for at least twelve months after that date. The amendments to IAS 1 clarify the meaning of ‘settlement’ and affect the classification as current or non-current for liabilities with conversion options, which give a right to the holder to exercise the option any time up to its maturity date, that are classified as derivative liabilities. The conversion option embedded within the Convertible Senior Secured Notes may be exercised any time before the maturity of the liability and the Company does not have the right to defer settlement of the liability for at least twelve months after the end of the reporting period. As a result, the Convertible Senior Secured Notes are required pursuant to the amendments to IAS 1 to be classified as current, which prior to the amendments to IAS 1, were classified as non-current. The impact of the restatement on the Unaudited Condensed Consolidated Interim Statements of Financial Position as at June 30, 2024 and as at September 30, 2024 are presented in the following tables. There is no impact on the Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income and there is no impact on the Unaudited Condensed Consolidated Interim Statements of Cash Flows. 29 Quarterly Financial Information (Unaudited) (continued) The following tables present the effects of the changes in presentation of these amounts, compared to the previously reported (in thousands):
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Insider Trading Policies and Procedures |
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Dec. 31, 2024 | |
| Insider Trading Policies and Procedures [Line Items] | |
| Insider Trading Policies and Procedures Adopted | true |
Cybersecurity Risk Management and Strategy Disclosure |
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| Cybersecurity Risk Management, Strategy, and Governance [Line Items] | |||||||||||||||||||
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] | Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on ISO27001 – the international standard for information security management systems. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use ISO27001 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes:
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. |
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| Cybersecurity Risk Management Processes Integrated [Flag] | true | ||||||||||||||||||
| Cybersecurity Risk Management Processes Integrated [Text Block] | Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes:
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| Cybersecurity Risk Management Third Party Engaged [Flag] | true | ||||||||||||||||||
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] | true | ||||||||||||||||||
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] | false | ||||||||||||||||||
| Cybersecurity Risk Board of Directors Oversight [Text Block] | Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Audit Committee receives quarterly updates from management on our cybersecurity activities. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board has also received briefings from management on our cyber risk management program. Board members have also received presentations on cybersecurity topics from our Finance & IT Director or external experts as part of the Board’s continuing education on topics that impact public companies. |
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| Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] | Audit Committee | ||||||||||||||||||
| Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] | The Audit Committee receives quarterly updates from management on our cybersecurity activities. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board has also received briefings from management on our cyber risk management program. Board members have also received presentations on cybersecurity topics from our Finance & IT Director or external experts as part of the Board’s continuing education on topics that impact public companies. |
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| Cybersecurity Risk Role of Management [Text Block] | Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants. Our management team’s experience includes technology leadership roles at Rolls-Royce, Royal Mail and Vodafone. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. |
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| Cybersecurity Risk Management Positions or Committees Responsible [Flag] | true | ||||||||||||||||||
| Cybersecurity Risk Management Positions or Committees Responsible [Text Block] | management team | ||||||||||||||||||
| Cybersecurity Risk Management Expertise of Management Responsible [Text Block] | Our management team’s experience includes technology leadership roles at Rolls-Royce, Royal Mail and Vodafone. | ||||||||||||||||||
| Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] | Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. |
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| Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] | true |
Material accounting policies (Policies) |
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| Material accounting policies | |||||||||||||||||||
| Presentation of these financial statements | Presentation of these financial statements The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). |
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| Basis of preparation | Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, as modified by the revaluation of certain financial assets and liabilities (including derivative financial instruments) which are recognized at fair value through profit or loss. The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies. The functional currency of the Company is US Dollars (‘$’ or ‘USD’) and the functional currency of VAGL is pounds sterling (‘£’ or ‘GBP’). The financial statements are presented in pounds sterling (‘£’ or ‘GBP’), which is the Group’s presentation currency. Items included in the financial statements are measured using the currency of the primary economic environment in which the entity and its subsidiaries operate (“the functional currency”). Cumulative translation adjustments resulting from translating foreign functional currency financial statements into GBP are reported within other reserves. All amounts are presented in and rounded to the nearest thousand unless otherwise indicated. |
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| Basis of consolidation | Basis of consolidation Vertical Aerospace Ltd is the parent of the Group and has 100% ownership interest and voting rights of Vertical Aerospace Group Ltd, which is its only material subsidiary. The consolidated financial statements incorporate the financial positions and the results of operations of the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the Company using consistent accounting policies. Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. |
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| Going concern | Going concern Management has prepared a cash flow forecast for the Group and has considered the ability for the Group to continue as a going concern for the foreseeable future, being at least 12 months after approving these financial statements. The Group is currently in the research and development phase of its journey to commercialize eVTOL technology. Commensurate with being in the development phase, the Group has invested heavily in research to support the development of its aircraft. The Group is not currently generating revenue and has incurred net losses and net cash outflows from operating activities since inception. As of December 31, 2024, the Group had £22.5 million of cash and cash equivalents on hand and a net shareholders’ deficit of £492 million. As at the date of this report, the Group had approximately £77 million of cash and cash equivalents on hand. On December 20, 2024, the Company entered into an investment agreement (the “Investment Agreement”), by and among the Company, VAGL, a wholly owned subsidiary of the Company, Imagination Aero Investments Limited (“Imagination Aero”), a company wholly owned by Stephen Fitzpatrick, and Mudrick Capital, which set forth, among other things, a commitment from Mudrick Capital to fund up to $50 million to the Company in its subsequent funding round (the “2025 Offering”), with $25 million funded on a non-contingent basis, and a backstop commitment for an amount up to an additional $25 million to be funded by Mudrick Capital if the Company was not able to raise such amount in the 2025 Offering. The Company launched the 2025 Offering in January 2025, which culminated in the closing of a $90 million underwritten public offering on January 24, 2025, before deducting underwriting discounts and commissions and other offering expenses. This included $25 million from Mudrick Capital as previously committed, on a non-contingent basis, as of the Investment Agreement. As of the issuance of these financial statements, the Group had approximately £77 million of cash and cash equivalents on hand. To position itself to deliver upon its stated operational objectives, management currently projects its net cash outflows from operations within the next 12 months after issuance of these financial statements to be approximately £100 million, which will be used primarily to fund the creation and testing of the prototype aircraft. Accordingly, the Group projects that its current existing resources will only be sufficient to fund its ongoing operations into, but no longer than, the fourth quarter of 2025. The Group requires additional capital to continue to fund its ongoing operations beyond that point. The Convertible Senior Secured Notes Indenture contains a covenant requiring the Group to maintain a minimum cash balance of at least $10 million at all times. The Group currently projects that it will breach this covenant in the fourth quarter of 2025 unless additional capital is raised. Such a breach, if uncured, would result in an event of default occurring under the Indenture, which would permit the Convertible Senior Secured Notes Investor to accelerate the maturity of the Convertible Senior Secured Notes and ultimately claim against its collateral. An event of default would result in the Convertible Senior Secured Notes being due immediately to which the Group does not have sufficient funds to repay. The Group’s ability to continue as a going concern is highly dependent on its ability to secure funds from additional funding rounds in 2025 to finance the Group’s ongoing operations. Management is committed to continue to raise additional funds and may seek to issue further equity in doing so. Although the Group plans to raise additional funds over the course of the next twelve months there can be no assurance that the Group will be able to raise additional funds on acceptable terms (or on necessary timelines) to provide sufficient funds to meet the Group’s ongoing funding requirements. The timely completion of financing in 2025 is critical to the Group’s ability to continue as a going concern. The inability to obtain future funding could impact on the Group’s financial condition and ability to pursue its business strategies, including being required to delay, reduce or eliminate some of its research and development programs, or being unable to continue operations or continue as a going concern. The dependency on raising additional capital indicates that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Group’s ability to continue as a going concern and therefore the Group may be unable to realize the assets and discharge the liabilities in the normal course of business. The consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if the Group were unable to continue as a going concern. |
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| Changes in accounting policy | Changes in accounting policy The Group adopted the following amendments for the first time during the period commencing January 1, 2024:
The amendments ‘Classification of liabilities as current or non-current’ to IAS 1 require that, for an entity to classify a liability as non-current, the entity must have the right at the reporting date to defer settlement of the liability for at least twelve months after that date. The amendments affect the classification as current or non-current for liabilities with conversion options, which give a right to the holder to exercise the option any time up to its maturity date, that are classified as derivative liabilities. The conversion option embedded within the Convertible Senior Secured Notes may be exercised any time before the maturity of the liability and the Company does not have the right to defer settlement of the liability for at least twelve months after the end of the reporting period. As a result, the Convertible Senior Secured Notes are classified as current, which prior to the amendments, were classified as non-current. The amendments are effective retrospectively. Therefore, the Company has restated the classification of derivative financial liabilities as current, from non-current for the year ended December 31, 2023 (£109,291 thousand) and January 1, 2023 (£115,247 thousand). There is no impact on equity and liabilities, comprehensive loss for the year and comparative period, or basic and diluted earnings per share. The amendments to IFRS 16, IAS 7 and IFRS 7 listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods. No accounting standards and interpretations that have been published but not effective for periods ending December 31, 2024 have been early adopted by the Group or are expected to have a material impact on the Group. |
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| Government grants | Government grants Government grants are recognized as Other operating income and are recognized in the period when the expense to which the grant relates is incurred. Grants are only recognized when there is a signed grant offer letter or equivalent from the government body and there is reasonable assurance that the Group will be able to satisfy all conditions of the grant. |
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| Research and development tax relief | Research and development tax relief As a Group that carries out extensive research and development activities, the Group benefits from U.K. research and development tax reliefs. At the Spring Budget 2023 the U.K. government confirmed a higher rate of payable tax credit for loss-making research and development intensive small and medium enterprises (“SME”) would be introduced and would apply to expenditure incurred on or after April 1, 2023. SME companies for which qualifying research and development expenditure constitutes at least 40% of total expenditure can claim a higher payable credit rate of 14.5% for qualifying research and development expenditure. At the Autumn Statement 2023, the U.K. government announced the merging of the current SME and RDEC schemes into one scheme with a headline rate of relief of 20%. The merged scheme will take effect for accounting periods beginning on or after April 1, 2024 and run alongside the intensive SME rate that commenced on April 1, 2023. At the Autumn Budget 2024, the U.K. government announced that R&D reliefs will be maintained, including the rates for both the merged scheme and the intensive SME scheme. Qualifying expenditures largely comprise R&D staff employment costs, R&D components, consumables, parts, tooling and outsourced contracting support for R&D activities and utilities costs. SME relief is recorded either as a reduction in its income tax liability or as a credit, whilst credits the Company receives under RDEC scheme claim are classed as taxable income. |
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| Research and development expenses | Research and development expenses Research expenditure is charged to profit or loss in the period in which it occurred. Development expenditure is recognized as an intangible asset when it is probable that the project will generate future economic benefit, considering factors such as technological, commercial and regulatory feasibility. Other development expenditure is charged to profit or loss in the period in which it occurred. The amounts included in research and development expenses include staff costs for staff working directly on research and development projects and for expenses directly attributable to a research project, excluding software costs. |
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| Finance income and costs | Finance income and costs Finance income and costs includes the fair value movement on publicly traded warrants and convertible loan notes. Finance costs includes interest payable and is recognized in profit or loss using the effective interest method. Interest income is recognized in profit or loss as it accrues, using the effective interest method. |
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| Foreign currency transactions and balances | Foreign currency transactions and balances Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year - end exchange rates, are recognized in profit or loss. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences arising from the consolidation of subsidiaries whose functional currency differs to the presentational currency of the group are recorded within other comprehensive income. The most important exchange rates that have been used in preparing the financial statements are: Closing rate as at December 31, 2024: USD $1 = GBP £0.7981 (2023: £0.7845) Average rate for the year ending December 31, 2024: USD $1 = GBP £0.7825 (2023: £0.8042) Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. |
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| Tax | Tax The tax expense for the period comprises current tax and deferred tax. Tax is recognized in profit or loss, except that a change attributable to an item of income or expense recognized as other comprehensive income is also recognized directly in other comprehensive income. The current income tax charge is calculated based on tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. |
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| Property, plant and equipment | Property, plant and equipment Property, plant and equipment is stated at cost, which includes directly attributable incremental costs incurred in their acquisition and installation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
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| Depreciation | Depreciation Depreciation is charged to write off the cost of assets over their estimated useful lives, as follows:
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| Intangible assets | Intangible assets Intangible assets are carried at cost, less accumulated amortization and impairment losses. Computer software licenses acquired for use within the Company are capitalized as an intangible asset on the basis of the costs incurred to acquire and bring to use the specific software. Amortization Amortization is provided on intangible assets so as to write off the cost on a straight-line basis, less any estimated residual value, over their expected useful economic life as follows:
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| Cash and cash equivalents | Cash and cash equivalents Cash at bank is held on deposit with financial institutions located within the United Kingdom and is immediately available. Management has assessed the financial institutions that hold the Company’s cash at bank to be financially sound, with minimal credit risk in existence. The cash at bank excludes restricted cash deposits, which are subject to restrictions and are therefore not available for general use. |
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| Restricted cash | Restricted cash The Company presents restricted cash as a separate line item on the balance sheet where this is relevant to an understanding of the Group’s financial position. Restricted cash refers to deposits held for specific reasons and is, therefore, not available for immediate ordinary business use. |
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| Short term deposits | Short term deposits Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours’ notice with no loss of interest. |
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| Trade and other receivables | Trade and other receivables Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognized initially at the transaction price. They are subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established using an expected credit loss model as per the Group's accounting policy for the impairment of financial assets. |
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| Trade and other payables | Trade and other payables Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at the transaction price and subsequently measured at amortized cost using the effective interest method. |
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| Borrowings | Borrowings All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortized cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognized as a charge to profit or loss over the period of the relevant borrowing using the effective interest method. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. |
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| Provisions | Provisions Provisions are recognized when the company has a present obligation (legal or constructive) resulting from a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. |
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| Leases | Leases Definition A lease is a contract, or part of a contract, which conveys the right to use an asset or a physically distinct part of an asset (‘the underlying asset’) for a period of time in exchange for consideration. Further, the contract must convey the right to the company to control the asset or a physically distinct portion thereof. A contract is deemed to convey the right to control the underlying asset, if throughout the period of use, the company has the right to:
Initial recognition and measurement The company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where reasonably certain), expected amount of residual value guarantees, termination option penalties (where reasonably certain) and variable lease payments that depend on an index or rate. The right of use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the company’s initial direct costs and an estimate of restoration, removal and dismantling costs. Subsequent measurement After the commencement date, the company measures the lease liability by: (a)Increasing the carrying amount to reflect interest on the lease liability; (b)Reducing the carrying amount to reflect the lease payments made; and (c)Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events. Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are included in finance costs in profit or loss, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises. |
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| Right-of-use assets | Right-of-use assets The related right-of-use asset is accounted for using the cost model in IFRS 16 and depreciated and charged in accordance with the depreciation requirements of IAS 16 Property, Plant and Equipment as disclosed in the accounting policy for Property, Plant and Equipment. Adjustments are made to the carrying value of the right - of - use asset where the lease liability is re-measured in accordance with the above. Right of use assets are tested for impairment in accordance with IAS 36 Impairment of Assets as disclosed in the accounting policy in impairment. Short term and low value leases The company has made an accounting policy election, by class of underlying asset, not to recognize lease assets and lease liabilities for leases with a lease term of 12 months or less (short term leases). The company has made an accounting policy election on a lease-by-lease basis, not to recognize lease assets on leases for which the underlying asset is of low value. Lease payments on short term and low value leases are accounted for on a straight-line bases over the term of the lease or other systematic basis. Short term and low value lease payments are included in operating expenses. |
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| Impairment (non-financial assets) | Impairment (non-financial assets) All assets are reviewed for impairment when there is an indicator of impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets are reviewed for possible reversal of the impairment at the end of each reporting period. |
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| Share capital and reserves | Share capital and reserves Ordinary shares are classified as equity and share capital is carried at par value. Share capital issued meets the definition of an equity instrument as defined in IAS 32 ‘Financial Instruments’ when the contract evidences a residual interest in the assets of the Company after deducting all of its liabilities. Incremental costs directly attributable to the issue of shares are accounted for as a deduction from consideration received, and are recorded in share premium. Share premium reflects the proceeds received (net of allowable costs) in excess of the par value. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Where the Company purchases its own equity instruments, for example as the result of a share buy-back, the consideration paid, including any directly attributable incremental costs (net of income taxes), is recorded as a reduction in stockholders’ equity, as treasury shares, until the shares are cancelled or reissued. |
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| Employee Benefits | Employee Benefits A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and the Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognized as an employee benefit expense when they are due. For defined contribution plans, contributions are paid into publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognized as an employee benefit expense when they are due. Liabilities for wages and salaries, including non-monetary benefits and annual leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service, are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as accruals and classified as current liabilities in the balance sheet. |
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| Share based payments - Enterprise Management Incentive and 2021 Incentive Plan | Share based payments – Enterprise Management Incentive and 2021 Incentive Plan The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (share options or shares). The fair value of the employee services received in exchange for the grant of shares is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the shares granted: - including any market performance conditions (for example, an entity’s share price); - excluding the impact of any service and non-market performance vesting conditions (for example, remaining an employee of the entity over a specified time period); and - including the impact of any non-vesting conditions. Non-market performance and service conditions are included in the assumptions about the number of shares that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances employees may provide services in advance of the grant date and therefore, the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the end of each reporting period, the Company revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions. The Company recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. See note 22 for further details. |
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| Financial instruments | Financial instruments Financial instruments are contracts that give rise to a financial asset for one entity and to a financial liability or equity instrument for another entity. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the settlement date.The company recognizes financial assets and financial liabilities in the statement of financial position when, and only when, the company becomes party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are offset, and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously. Financial assets The Group’s financial assets include cash at bank and other financial assets. Financial assets are initially measured at fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs. Trade receivables are measured at their transaction price. For all financial assets the Group has the objective to hold financial assets in order to collect the contractual cash flows. The contractual terms of all the Group’s financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the outstanding amount. All financial assets are therefore measured at amortized cost. Impairment of financial assets — expected credit losses (“ECL”) All financial assets measured at amortized cost are required to be impaired at initial recognition in the amount of their expected credit loss (“ECL”), based on the difference between the contractual and expected cash flows. The simplification available for financial instruments with a low credit risk (“low credit risk exemption”) is applied as of the reporting date. Factors that can contribute to a low credit risk assessment are debtor specific rating information and related outlooks. The requirement for classification with a low credit risk is regarded to be fulfilled for counterparties that have at least an investment grade rating; in this case there is no need to monitor credit risks for financial instruments with a low credit risk. Financial liabilities The Group’s financial liabilities include warrants, lease liabilities, convertible loans, trade and other payables, and other financial liabilities. Financial liabilities are classified as measured at amortized cost or fair value through profit or loss (“FVTPL”). All financial liabilities are recognized initially at fair value less, in the case of a financial liability not at fair value through profit or loss, directly attributable transaction costs. Financial liabilities at FVTPL are measured at fair value and gains and losses resulting from changes in fair value are recognized in finance income/expenses. The Group only accounts for convertible loans and warrants as a financial liability at FVTPL. All other financial liabilities are subsequently measured at amortized cost. For financial liabilities for which the fair value option is elected, the Company separately presents in Other Comprehensive Income the portion of the total fair value change attributable to Company-specific credit risk as opposed to reflecting the entire amount in the profit or loss for the period. The Company measures the portion of the change in fair value attributable to Company-specific credit risk as the excess of total change in fair value over the change in fair value that results from a change in a base market risk, including a risk-free interest rate and benchmark rates. An embedded derivative in a hybrid contract, with a financial liability or a non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. The assessment of whether to separate an embedded derivative is done only once at initial recognition of the hybrid contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the carrying amount of a transferred or extinguished financial liability and the paid consideration, inclusive of any non-cash assets transferred or liabilities assumed, is recognized in profit or loss within finance income and costs. Convertible Loans Convertible loans are bifurcated into a debt component and a conversion right if the latter is an equity instrument. The conversion right of a convertible loan is not an equity instrument but a liability if some conversion features of the loan lead to a conversion into a variable number of shares and this does not retain the relative rights of the ordinary shareholders and convertible loan note holders. In this case it has to be assessed if embedded derivatives need to be separated from the host contract. If this is the case, the remaining host contract is measured at amortized cost and the separated embedded derivative is measured at fair value through profit or loss until the loan is converted into equity or becomes due for repayment. The conversion features and other repayment options provided for in the contract are identified as a combined embedded derivative if they share the same risk exposure and are interdependent. Alternatively, when a host contract contains separable embedded derivative(s), the issuer can elect to adopt fair value measurement for the entire instrument. The Group have previously taken that policy choice. Where a convertible loan note permits payment of interest as cash interest or in-kind interest, there is some judgment over whether each note issued for the in-kind interest should be assessed separately for whether it would convert into a variable number of shares, or whether the fact that the number of shares issued on conversion will change based on the period the loan note remains outstanding and to the extent that in-kind interest is chosen instead of cash interest. Certain clauses were amended or removed as a result of the supplemental indenture, and therefore the Group were required to revisit their accounting policy on recognition of the modified loan note. The option to choose cash or in-kind interest means that the holders still have a conversion right that will lead to a variable number of shares, and that conversion will not retain the relative rights of the shareholders and noteholders since recognition of the modified instrument. Therefore, the Group has concluded that the conversion right is not an equity instrument and have continued to adopt a policy of fair valuing the whole instrument. Warrant Liabilities Public warrants are recognized as liabilities in accordance with IFRS 9 at fair value. The liabilities are subject to re-measurement at each balance sheet date until exercised. Private warrants linked to sales targets are recognized within equity as these satisfy the “fix to fix” criterion within IAS 32. Fair value measurements IFRS 13 clarifies that fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier hierarchy is established as follows: Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2Other than quoted prices included in level 1, inputs that are observable for the asset or liability, either directly or indirectly, for suitability for the full term of the asset or liability. Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. |
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| Newly adopted accounting policies | Newly adopted accounting policies The accounting policies adopted are consistent with those of the previous financial year, with the exception of newly adopted policies as discussed below. |
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| Reverse Stock Split | Reverse Stock Split On September 16, 2024, the shareholders of the Company authorized the Board of Directors to affect a reverse stock split of all outstanding shares of common stock. On September 16, 2024, the Board of Directors approved the implementation of a reverse stock split at a ratio of shares, which became effective on September 20, 2024. The Company’s outstanding stock-based awards, including options, restricted stock units and warrants, were also adjusted to reflect the one-for-ten reverse stock split of the Company’s common stock. Outstanding stock-based award units were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity. No fractional shares were issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a pro rata portion of the net proceeds obtained from the aggregation and sale of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses). The reverse stock split resulted in a proportional decrease in the number of authorized ordinary shares and preferred shares, and a proportional increase in the par value of the ordinary shares and preferred shares, in each case in accordance with the reverse stock split ratio. All share and per share amounts in these consolidated financial statements and related notes hereto have been retrospectively adjusted to account for the effect of the reverse stock split. |
Material accounting policies (Tables) |
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Dec. 31, 2024 | |||||||||||||||||||
| Material accounting policies | |||||||||||||||||||
| Summary of estimated useful lives of property, plant and equipment |
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| Summary of estimated useful lives of intangible assets |
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Other operating income (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating income | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of analysis of the group's other operating income |
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Expenses by nature (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses by nature | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of administrative, research and development expenses |
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| Summary of share based payment expense |
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Net finance (costs)/income (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net finance (costs)/income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of finance (costs)/income |
|
Basic and diluted loss per share (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and diluted loss per share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of loss per share |
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Income tax (charge)/credit (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax (charge)/credit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of tax (charged to)/credited in profit or loss |
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| Summary of differences between corporation tax benefit at standard rate and total income tax credit |
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Property, plant and equipment (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, plant and equipment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of property, plant and equipment |
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Right of use assets (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Right of use assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of right of use assets |
|
Intangible assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of intangible assets |
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Trade and other receivables (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade and other receivables | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of trade and other receivables |
|
Share capital and other reserves (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share capital and other reserves | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of allotted, called up and fully paid shares |
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| Summary of ordinary shares issued |
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| Summary of nature and purpose of other reserves |
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Loans from related parties (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||
| Loans from related parties | |||||||||||||||||||||||||||||||
| Summary of loans from related parties |
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Lease liabilities (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Lease liabilities. | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of lease liabilities by current and non-current classification |
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| Schedule of maturity of lease liabilities |
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| Summary of cash outflows related to leases |
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| Schedule of reconciliation of lease liabilities |
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Provisions (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of provisions |
|
Trade and other payables (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of trade and other payables | Amounts falling due within one year:
Amounts falling due after more than one year:
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Warrant liabilities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||
| Warrant liabilities | |||||||||||||||||||||||||||||||
| Schedule of warrants issued but not exercised |
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| Schedule of change in fair value of warrants |
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Share-based payments (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of share-based payment transactions |
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| EMI Scheme | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of movements in outstanding share options and weighted average exercise prices |
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| Schedule of share options outstanding |
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| Schedule of fair value of options granted |
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| 2021 Incentive Plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of movements in outstanding share options and weighted average exercise prices |
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| Schedule of share options outstanding |
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| Schedule of fair value of options granted |
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| Schedule of share based compensation payment award inputs option |
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Derivative financial liabilities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative financial liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of convertible senior secured notes |
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Financial instruments (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial instruments | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial assets at amortized cost |
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| Scheduled of financial liabilities by fair value hierarchy | Financial liabilities at amortized cost:
All balances have been recognized in level 2 of the fair value hierarchy. Financial liabilities at fair value through profit or loss:
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| Schedule of fair value measurement inputs for valuation of convertible loan notes |
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Financial risk management and impairment of financial assets (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial risk management and impairment of financial assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of maturity analysis |
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Related party transactions (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Related party transactions | ||||||||||||||||||||||||||||||||||||
| Schedule of key management personnel compensation |
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Quarterly Financial Information (Unaudited) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Quarterly Financial Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Unaudited Condensed Consolidated Interim Statements of Financial Position | The following tables present the effects of the changes in presentation of these amounts, compared to the previously reported (in thousands):
|
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Material accounting policies - The capital reorganisation (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Vertical Aerospace Group Ltd | |
| Proportion of ownership interest and voting rights held | 100.00% |
Material accounting policies - Changes in accounting policy (Details) - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|---|
| Material accounting policies | |||||
| Derivative financial liabilities | £ 524,242 | £ 108,636 | £ 112,770 | £ 109,291 | £ 115,247 |
Material accounting policies - Foreign currency transactions and balances (Details) - £ / $ |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Foreign exchange rates | ||
| Closing rate | 0.7981 | 0.7845 |
| Average rate | 0.7825 | 0.8042 |
Material accounting policies - Property, plant and equipment (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Office equipment | |
| Significant accounting policies | |
| Estimated useful lives of property, plant and equipment | 3 years |
| Plant and Machinery | |
| Significant accounting policies | |
| Estimated useful lives of property, plant and equipment | 5 years |
| Vehicles | |
| Significant accounting policies | |
| Estimated useful lives of property, plant and equipment | 10 years |
Material accounting policies - Intangible assets (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| IT software | |
| Significant accounting policies | |
| Expected useful economic life | 3 years |
Material accounting policies - Reverse Stock Split (Details) |
Sep. 20, 2024 |
|---|---|
| Material accounting policies | |
| Stock split conversion ratio | 0.1 |
Operating segments (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2024
segment
| |
| Operating segments | |
| Number of reporting segment | 1 |
Other operating income (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Other operating income | |||
| Rolls-Royce settlement | £ 27,919 | ||
| R&D tax relief | 8,623 | £ 1,370 | £ 4,496 |
| Government grants | 6,870 | 2,956 | 1,415 |
| Total other operating income | £ 43,412 | £ 4,326 | £ 5,911 |
Other operating income - Rolls-Royce settlement (Details) £ in Thousands, shares in Thousands, $ in Millions |
12 Months Ended | ||
|---|---|---|---|
|
May 22, 2024
USD ($)
|
Dec. 31, 2024
GBP (£)
shares
|
Dec. 31, 2024
USD ($)
shares
|
|
| Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
| Repurchase of ordinary shares | £ | £ 803 | ||
| Design contract with-Rolls Royce | |||
| Disclosure of disaggregation of revenue from contracts with customers [line items] | |||
| Payment received from contract termination | $ 34 | ||
| Number of treasury shares acquired | shares | 140 | 140 | |
| Repurchase of ordinary shares | $ 1 | ||
Expenses by nature - Share based payment expense (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Share-based payments | |||
| Share based payment expenses | £ 7,486 | £ 8,816 | £ 23,189 |
| 2021 Incentive Plan | |||
| Share-based payments | |||
| Share based payment expenses | 7,142 | 8,084 | 14,512 |
| Enterprise Management Incentive | |||
| Share-based payments | |||
| Share based payment expenses | £ 344 | £ 732 | 7,858 |
| Issuance of shares to suppliers and partners | |||
| Share-based payments | |||
| Share based payment expenses | £ 819 | ||
Net finance (costs)/income (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Net finance (costs)/income | |||
| Fair value movements on convertible loan notes | £ (12,363) | ||
| In-kind interest on convertible loan notes | (17,171) | £ (16,160) | £ (14,897) |
| Interest expense on leases | (156) | (199) | (143) |
| Foreign exchange loss | (5,174) | (13,338) | |
| Other | (82) | (101) | (116) |
| Total finance costs | (34,946) | (16,460) | (28,494) |
| Interest income on deposits | 2,162 | 3,356 | 623 |
| Foreign exchange gain | 12,867 | ||
| Fair value movements on convertible loan notes | 15,705 | 25,723 | |
| Fair value movements on warrant liabilities | 479 | 3,873 | 5,880 |
| Total finance income | 2,641 | 35,801 | 32,226 |
| Substantial modification of convertible loan notes | (457,228) | ||
| Fair value movements on convertible loan notes | (230,495) | ||
| Total related party finance costs | (687,723) | ||
| Net finance (costs)/ income | (720,028) | £ 19,341 | £ 3,732 |
| Finance costs from substantial modification of loan notes | £ 1,370 | ||
Income tax (charge)/credit - Current taxation (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income tax (charge)/credit | |||
| Respective rate of corporation tax | 25.00% | 19.00% | 19.00% |
| UK | |||
| Income tax (charge)/credit | |||
| UK corporation tax | £ (45) | £ 22,661 | |
Income tax (charge)/credit - Reconciliation (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income tax (charge)/credit | |||
| Loss before tax | £ (781,195) | £ (82,607) | £ (94,375) |
| Corporation tax credit at respective rate | 195,298 | 15,695 | 17,931 |
| Decrease in tax credit from effect of expenses not deductible in determining taxable loss | (1,393) | (892) | (418) |
| Decrease in tax credit from tax losses for which no deferred tax asset was recognized | (193,950) | (14,803) | £ (17,513) |
| Research and development tax credit | 22,661 | ||
| Total income tax (charge)/credit | £ (45) | £ 22,661 | |
Income tax (charge)/credit - Additional information (Details) € in Thousands, £ in Thousands |
Dec. 31, 2024
GBP (£)
|
Dec. 31, 2024
EUR (€)
|
Dec. 31, 2023
EUR (€)
|
|---|---|---|---|
| Income tax (charge)/credit | |||
| Deferred tax assets or liabilities recognized | £ | £ 0 | ||
| Unused potential tax losses for which no deferred tax asset is recognized | € | € 934,012 | € 116,000 |
Right of use assets (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Right of use assets | ||
| Balance at the beginning | £ 2,453 | £ 3,121 |
| Balance at the end | 1,969 | 2,453 |
| Property | ||
| Right of use assets | ||
| Balance at the beginning | 2,453 | |
| Balance at the end | 1,969 | 2,453 |
| Property | Cost or valuation | ||
| Right of use assets | ||
| Balance at the beginning | 4,274 | 4,091 |
| Additions | 246 | 183 |
| Disposals | (332) | |
| Depreciation on disposals | (332) | |
| Balance at the end | 4,188 | 4,274 |
| Property | Accumulated depreciation | ||
| Right of use assets | ||
| Balance at the beginning | (1,821) | (970) |
| Disposals | 332 | |
| Charge for the year | 730 | 658 |
| Depreciation on disposals | 332 | |
| Impairment | 193 | |
| Balance at the end | £ (2,219) | £ (1,821) |
Intangible assets - Amortisation (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Administrative expenses | ||
| Disclosure of detailed information about intangible assets [line items] | ||
| Amortization charge | £ 885 | £ 1,164 |
Trade and other receivables (Details) - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|---|
| Disclosure of offsetting of financial assets [line items] | |||||
| R&D tax relief receivable | £ 8,686 | £ 16,416 | |||
| Government grants and VAT receivable | 4,349 | 4,060 | |||
| Prepayments | 4,576 | 5,062 | |||
| Other receivables | 634 | 875 | |||
| Amounts due from related party | 52 | ||||
| Total trade and other receivables | 18,297 | £ 21,159 | £ 20,058 | 26,413 | £ 18,864 |
| HMRC SME Scheme | |||||
| Disclosure of offsetting of financial assets [line items] | |||||
| R&D tax relief receivable | 0 | 15,838 | |||
| HMRC RDEC Scheme | |||||
| Disclosure of offsetting of financial assets [line items] | |||||
| R&D tax relief receivable | £ 8,686 | £ 578 |
Share capital and other reserves - Allotted, called up and fully paid shares (Details) |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
|
Dec. 31, 2024
GBP (£)
shares
|
Dec. 31, 2024
$ / shares
|
Sep. 30, 2024
GBP (£)
|
Jun. 30, 2024
GBP (£)
|
May 22, 2024
shares
|
Dec. 31, 2023
GBP (£)
shares
|
Dec. 31, 2022
GBP (£)
|
|
| Share capital and other reserves | |||||||
| Number of shares held in treasury | 140,000 | 140,000 | 0 | ||||
| Number of shares issued | 47,557,591 | ||||||
| Number of shares allotted, called up and fully paid shares | 69,542,515 | 22,124,924 | |||||
| Share capital | £ | £ 54,753 | £ 17,000 | £ 17,000 | £ 16,681 | £ 16,000 | ||
| Ordinary Share | |||||||
| Share capital and other reserves | |||||||
| Number of shares authorized | 200,000,000 | ||||||
| Number of shares issued | 47,557,591 | ||||||
| Par value per share | $ / shares | $ 0.001 | ||||||
| Number of shares allotted, called up and fully paid shares | 69,542,515 | 22,124,924 | |||||
| Share capital | £ | £ 54,753 | £ 16,681 |
Loans from related parties - Current loans and borrowings (Details) £ in Thousands |
Dec. 31, 2024
GBP (£)
|
|---|---|
| Loans from related parties | |
| Amount due to related party | £ 524,242 |
Lease liabilities - Balance sheet shows the following amounts relating to lease liabilities (Details) - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|---|
| Lease liabilities [abstract] | |||||
| Long term lease liabilities | £ 1,620 | £ 1,588 | £ 1,748 | £ 1,977 | £ 2,645 |
| Current lease liabilities | 581 | £ 534 | £ 558 | 643 | 516 |
| Total lease liabilities | £ 2,201 | £ 2,620 | £ 3,161 |
Lease liabilities - Lease liabilities maturity analysis (Details) - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Disclosure of maturity analysis of operating lease payments [line items] | ||
| Total lease liabilities (undiscounted) | £ 2,610 | £ 3,172 |
| Less than one year | ||
| Disclosure of maturity analysis of operating lease payments [line items] | ||
| Total lease liabilities (undiscounted) | 705 | 760 |
| Within 2 - 5 years | ||
| Disclosure of maturity analysis of operating lease payments [line items] | ||
| Total lease liabilities (undiscounted) | 1,409 | 1,916 |
| More than 5 years | ||
| Disclosure of maturity analysis of operating lease payments [line items] | ||
| Total lease liabilities (undiscounted) | £ 496 | £ 496 |
Lease liabilities - Cash outflows related to leases (Details) - GBP (£) £ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Lease liabilities. | |||
| Right of use assets | £ 771 | £ 669 | £ 484 |
| Short term leases | 63 | 224 | |
| Total cash outflow | £ 834 | £ 893 | |
Lease liabilities - Reconciliation of the finance lease creditors (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Reconciliation of undiscounted lease payments to net investment in finance lease [abstract] | ||
| Beginning balance | £ 2,620 | £ 3,161 |
| Additions | 196 | 182 |
| Reversal of lease liability | (193) | |
| Interest element of payments to lease creditors | (156) | (199) |
| Principal element of payments to lease creditors | (615) | (530) |
| Interest expense of leases | 156 | 199 |
| Ending balance | £ 2,201 | £ 2,620 |
Provisions (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Disclosure of other provisions [line items] | ||
| As at January 1 | £ 256 | £ 365 |
| Additions | 356 | 76 |
| Reversals | (192) | |
| Unwinding of discount | 8 | 7 |
| As at December 31 | 620 | 256 |
| Tax and social security | ||
| Disclosure of other provisions [line items] | ||
| As at January 1 | 148 | 264 |
| Additions | 356 | 76 |
| Reversals | (192) | |
| As at December 31 | 504 | 148 |
| Dilapidation Provision | ||
| Disclosure of other provisions [line items] | ||
| As at January 1 | 108 | 101 |
| Unwinding of discount | 8 | 7 |
| As at December 31 | £ 116 | £ 108 |
Trade and other payables (Details) - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|---|
| Trade and other payables | |||||
| Trade payables | £ 5,444 | £ 3,726 | |||
| Accrued expenses | 7,354 | 12,146 | |||
| Amounts due to related parties | 1,900 | ||||
| Social security and other taxes | 879 | 981 | |||
| Outstanding defined contribution pension costs | 8 | 15 | |||
| Total trade and other current payables | 15,585 | £ 11,488 | £ 16,919 | 16,868 | £ 16,031 |
| Deferred fees and charges | £ 3,991 | £ 3,728 | £ 3,955 | £ 3,922 | £ 4,153 |
Warrant liabilities - Warrants were issued but not exercised (Details) - shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Warrants | ||
| Outstanding, end of period | 19,264,935 | 19,264,935 |
| Public Warrants | ||
| Warrants | ||
| Outstanding, end of period | 15,264,935 | 15,264,935 |
| Convertible Notes Warrants | ||
| Warrants | ||
| Outstanding, end of period | 4,000,000 | 4,000,000 |
Warrant liabilities - Change in fair value (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Disclosure of fair value measurement of liabilities [line items] | ||
| Beginning balance | £ 133,864 | £ 143,918 |
| Ending balance | 547,073 | 133,864 |
| Warrant liabilities | ||
| Disclosure of fair value measurement of liabilities [line items] | ||
| Beginning balance | 907 | 4,961 |
| Change in fair value recognized in profit or loss | (479) | (3,873) |
| Foreign exchange movements | 6 | (181) |
| Ending balance | £ 434 | £ 907 |
Warrant liabilities - Additional information (Details) - Public Warrants |
12 Months Ended |
|---|---|
|
Dec. 31, 2024
$ / shares
shares
| |
| Warrants | |
| Number of shares entitled per public warrant | shares | 0.1 |
| Number of warrants required to be exercised for holder to receive one share | shares | 10 |
| Total exercise price of warrants to receive one share | $ 115 |
| Redemption price | 0.1 |
| Trigger price | $ 180 |
| Number of days entity's shares must trade | 20 days |
| Trading period measured to determine | 30 days |
Pension and other schemes (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Pension and other schemes | ||
| Pension cost, contributions payable | £ 2,068 | £ 2,231 |
| Outstanding defined contribution pension costs | £ 8 | £ 15 |
Financial instruments - Financial assets at amortized cost (Details) - Financial assets at amortized cost - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Financial assets | ||
| Carrying value | £ 42,553 | £ 71,731 |
| Fair value | 42,553 | 71,731 |
| Cash and cash equivalents | ||
| Financial assets | ||
| Carrying value | 22,556 | 48,680 |
| Fair value | 22,556 | 48,680 |
| Trade and other receivables | ||
| Financial assets | ||
| Carrying value | 18,297 | 21,351 |
| Fair value | 18,297 | 21,351 |
| Restricted cash | ||
| Financial assets | ||
| Carrying value | 1,700 | 1,700 |
| Fair value | £ 1,700 | £ 1,700 |
Financial instruments - Financial liabilities at amortized cost (Details) - Financial liabilities at amortised cost - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Financial liabilities | ||
| Carrying Value | £ 17,786 | £ 22,414 |
| Fair Value | 17,786 | 22,414 |
| Trade and other payables | ||
| Financial liabilities | ||
| Carrying Value | 15,585 | 19,794 |
| Fair Value | 15,585 | 19,794 |
| Lease liabilities | ||
| Financial liabilities | ||
| Carrying Value | 2,201 | 2,620 |
| Fair Value | £ 2,201 | £ 2,620 |
Financial instruments - Financial liabilities at fair value through profit or loss (Details) - Financial liabilities at fair value through profit and loss category - GBP (£) £ in Thousands |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Financial instruments | ||
| Carrying Value | £ 524,676 | £ 110,198 |
| Fair Value | 524,676 | 110,198 |
| Convertible senior secured notes | ||
| Financial instruments | ||
| Carrying Value | 524,242 | 109,291 |
| Fair Value | 524,242 | 109,291 |
| Warrant liabilities | ||
| Financial instruments | ||
| Carrying Value | 434 | 907 |
| Fair Value | £ 434 | £ 907 |
Related party transactions - Key management personnel compensation (Details) - GBP (£) £ in Thousands |
12 Months Ended | |
|---|---|---|
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Related party transactions | ||
| Salaries and other short term employee benefits (including bonuses) | £ 1,455 | £ 883 |
| Payments to defined contribution pension schemes | 4 | 1 |
| Share-based payment expense | 2,563 | 795 |
| Key management compensation | £ 4,022 | £ 1,679 |
Non adjusting events after the reporting period (Details) - Underwritten public offering - Share transaction $ in Millions |
Jan. 24, 2025
USD ($)
shares
|
|---|---|
| Non adjusting events after the reporting period | |
| Issuance of units | 15,000,000 |
| Number of shares per unit | 1 |
| Gross Proceeds | $ | $ 90 |
| Tranche A Warrant | |
| Non adjusting events after the reporting period | |
| Number of warrant per unit | 0.5 |
| Tranche B Warrant | |
| Non adjusting events after the reporting period | |
| Number of warrant per unit | 0.5 |
Quarterly Financial Information (Unaudited) - Unaudited Condensed Consolidated Interim Statements of Financial Position (Details) - GBP (£) |
Dec. 31, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
May 22, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|---|---|---|---|---|
| Non-current assets | |||||||
| Property, plant and equipment | £ 3,078,000 | £ 3,395,000 | £ 3,653,000 | £ 3,821,000 | £ 2,690,000 | ||
| Right of use assets | 1,969,000 | 1,978,000 | 2,128,000 | 2,453,000 | 3,121,000 | ||
| Intangible assets | 132,000 | 265,000 | 481,000 | 1,018,000 | 2,048,000 | ||
| Non-current assets | 5,179,000 | 5,638,000 | 6,262,000 | 7,292,000 | 7,859,000 | ||
| Current assets | |||||||
| Trade and other receivables | 18,297,000 | 21,159,000 | 20,058,000 | 26,413,000 | 18,864,000 | ||
| Restricted cash | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | ||
| Cash and cash equivalents | 22,556,000 | 42,806,000 | 66,786,000 | 48,680,000 | 62,927,000 | £ 212,660,000 | |
| Current assets | 42,553,000 | 65,665,000 | 88,544,000 | 76,793,000 | 143,377,000 | ||
| Total assets | 47,732,000 | 71,303,000 | 94,806,000 | 84,085,000 | 151,236,000 | ||
| Equity | |||||||
| Share capital | 54,753 | 17,000 | 17,000 | 16,681 | 16,000 | ||
| Other reserve | 99,299,000 | 111,828,000 | 97,254,000 | 86,757,000 | 94,857,000 | ||
| Treasury share reserve | (803,000) | (803,000) | (803,000) | £ (803,000) | |||
| Share premium | 554,391,000 | 273,824,000 | 273,824,000 | 257,704,000 | 257,197,000 | ||
| Accumulated deficit | (1,152,283,000) | (440,194,000) | (412,373,000) | (394,257,000) | (344,752,000) | ||
| Total Shareholder's (deficit)/equity | (499,341,000) | (55,328,000) | (42,081,000) | (49,779,000) | 7,318,000 | £ 61,561,000 | |
| Non-current liabilities | |||||||
| Lease liabilities | 1,620,000 | 1,588,000 | 1,748,000 | 1,977,000 | 2,645,000 | ||
| Provisions | 620,000 | 370,000 | 327,000 | 256,000 | 365,000 | ||
| Trade and other payables | 3,991,000 | 3,728,000 | 3,955,000 | 3,922,000 | 4,153,000 | ||
| Non-current liabilities | 6,231,000 | 5,686,000 | 6,030,000 | 6,155,000 | 7,163,000 | ||
| Current liabilities | |||||||
| Derivative financial liabilities | 524,242,000 | 108,636,000 | 112,770,000 | 109,291,000 | 115,247,000 | ||
| Lease liabilities | 581,000 | 534,000 | 558,000 | 643,000 | 516,000 | ||
| Warrant liabilities | 434,000 | 287,000 | 610,000 | 907,000 | 4,961,000 | ||
| Trade and other payables | 15,585,000 | 11,488,000 | 16,919,000 | 16,868,000 | 16,031,000 | ||
| Current liabilities | 540,842,000 | 120,945,000 | 130,857,000 | 127,709,000 | 136,755,000 | ||
| Total liabilities | 547,073,000 | 126,631,000 | 136,887,000 | 133,864,000 | 143,918,000 | ||
| Total equity and liabilities | £ 47,732,000 | 71,303,000 | 94,806,000 | £ 84,085,000 | £ 151,236,000 | ||
| As Reported | |||||||
| Non-current assets | |||||||
| Property, plant and equipment | 3,395,000 | 3,653,000 | |||||
| Right of use assets | 1,978,000 | 2,128,000 | |||||
| Intangible assets | 265,000 | 481,000 | |||||
| Non-current assets | 5,638,000 | 6,262,000 | |||||
| Current assets | |||||||
| Trade and other receivables | 21,159,000 | 20,058,000 | |||||
| Restricted cash | 1,700,000 | 1,700,000 | |||||
| Cash and cash equivalents | 42,806,000 | 66,786,000 | |||||
| Current assets | 65,665,000 | 88,544,000 | |||||
| Total assets | 71,303,000 | 94,806,000 | |||||
| Equity | |||||||
| Share capital | 17,000 | 17,000 | |||||
| Other reserve | 111,828,000 | 97,254,000 | |||||
| Treasury share reserve | (803,000) | (803,000) | |||||
| Share premium | 273,824,000 | 273,824,000 | |||||
| Accumulated deficit | (440,194,000) | (412,373,000) | |||||
| Total Shareholder's (deficit)/equity | (55,328,000) | (42,081,000) | |||||
| Non-current liabilities | |||||||
| Lease liabilities | 1,588,000 | 1,748,000 | |||||
| Provisions | 370,000 | 327,000 | |||||
| Derivative financial liabilities | 108,636,000 | 112,770,000 | |||||
| Trade and other payables | 3,728,000 | 3,955,000 | |||||
| Non-current liabilities | 114,322,000 | 118,800,000 | |||||
| Current liabilities | |||||||
| Lease liabilities | 534,000 | 558,000 | |||||
| Warrant liabilities | 287,000 | 610,000 | |||||
| Trade and other payables | 11,488,000 | 16,919,000 | |||||
| Current liabilities | 12,309,000 | 18,087,000 | |||||
| Total liabilities | 126,631,000 | 136,887,000 | |||||
| Total equity and liabilities | 71,303,000 | 94,806,000 | |||||
| Adjustment | |||||||
| Non-current liabilities | |||||||
| Derivative financial liabilities | (108,636,000) | (112,770,000) | |||||
| Non-current liabilities | (108,636,000) | (112,770,000) | |||||
| Current liabilities | |||||||
| Derivative financial liabilities | 108,636,000 | 112,770,000 | |||||
| Current liabilities | £ 108,636,000 | £ 112,770,000 |