Vertical Aerospace (EVTL) Q4 2024 Earnings Call March 11, 2025 08:30 AM ET Company Participants Charlotte Cowley - Director of Strategic FinanceStuart Simpson - Chief Executive OfficerSimon Davies - Chief Test PilotSavanthi Syth - Managing DirectorAustin Moeller - Director - Equity ResearchJesse Sobelson - VP - Equity Research Conference Call Participants Edison Yu - AnalystSameer Joshi - Senior Equity Research AnalystChris Pierce - Senior Analyst Operator Good morning. My name is Jay, and I will be your co ...

Exhibit 99.1 Vertical will host a webcast at 08:30 ET (12:30 GMT) today to discuss the 2024 Annual Report. The call will be hosted by Stuart Simpson, Vertical's CEO and he will be joined by Simon Davies, Vertical's Chief Test Pilot. To access the webcast, visit Vertical's Investor Relations website. Commenting ahead of the earnings call, Stuart Simpson, CEO of Vertical Aerospace, said: "2024 was a year of major progress for Vertical, launching our Flightpath 2030 strategy, advancing piloted flight testing, ...

Financial Performance and Capital Needs - The company has incurred net losses since inception and has not generated any revenue from the design, development, manufacturing, engineering, and sale or distribution of electric aircraft[117] - The company expects net cash outflows from operating activities to be approximately £100 million over the next 12 months, after accounting for expected R&D tax receipts and grants of approximately £20 million[118] - The company completed a public offering for aggregate gross proceeds of $90 million, which is expected to support operational targets for 2025[108] - The company completed a public offering for aggregate gross proceeds of $90 million, indicating a need for additional capital to continue operations and execute its business plan[121] - The company anticipates significant capital expenditures as it expands its business, with future capital needs likely requiring additional equity or debt securities[108] - A failure to raise additional capital in a timely manner could impair the company's ability to retain key staff and execute its business strategy[169] - The company issued $200 million principal amount of Convertible Senior Secured Notes, which may impact financial results and shareholder dilution[196] - The interest rate for the Convertible Senior Secured Notes was increased to 10.00% for cash interest and 12.00% for PIK interest, with a maturity date extended to December 15, 2028[198] - Following a partial conversion, approximately $130 million in principal amount of the Convertible Senior Secured Notes was converted into 47,343,585 ordinary shares[198] Cash and Liquidity - As of December 31, 2024, the company had £22.5 million in cash and cash equivalents on hand[117] - The company faces material uncertainty regarding its ability to continue as a going concern due to limited cash, recurring losses, and dependency on raising additional capital[117] - There is significant doubt about the company's ability to continue as a going concern, which may adversely affect the price per share and limit financing opportunities[122] Business Operations and Regulatory Challenges - The company has a limited operating history and has not yet manufactured any non-prototype aircraft or sold any eVTOL aircraft to customers[99] - The company faces challenges in obtaining necessary regulatory approvals for aircraft certification, which could delay sales and impact customer relationships[129] - The company must overcome significant barriers to mass production of aircraft, including capital requirements and regulatory challenges[126] - The company anticipates that regulatory approvals for its aircraft may be delayed, which could adversely affect customer relationships and reputation[245] - The company may face challenges in obtaining necessary regulatory approvals for customers to operate its aircraft, affecting demand[246] Market and Competitive Landscape - The market for eVTOL aircraft is still in early stages, and the company's success depends on public perception and adoption of advanced air mobility[143] - The company anticipates that demand for its aircraft may be impacted by public perception and safety issues related to eVTOL aircraft[151] - The company may face stronger market resistance during international expansion due to established competitors and regulatory conditions[191] Supply Chain and Production Risks - The company relies on suppliers for parts and components, and any disruptions or delays could adversely affect its business and operations[144] - Any disruptions in the supply chain could lead to significant delays in aircraft production, adversely affecting the company's financial condition and operating results[147] - The company is in advanced negotiations with potential replacement suppliers following Rolls-Royce's decision to exit the advanced air mobility market, but there is no guarantee of favorable terms[148] Human Resources and Talent Acquisition - The company plans to expand operations significantly, including hiring new staff and expanding the management team, to support commercial production[163] - Competition for skilled personnel in the eVTOL industry is intense, which may hinder the company's ability to attract and retain qualified staff[168] - The company plans to continue hiring additional staff with technical expertise, including battery and electrical engineers, to support the development of eVTOL aircraft[165] - There is a shortage of qualified pilots and mechanics, which could reduce the company's ability to sell aircraft at scale[181] Environmental and Regulatory Compliance - The company is exposed to risks associated with climate change, which could incur significant costs to improve climate resiliency of aircraft[189] - Increased public focus on environmental sustainability may lead to higher costs and pressure to meet sustainability goals, potentially impacting financial results[237] - The company is subject to stringent export and import control laws, which could materially affect operations if compliance is not maintained[252] Cybersecurity and Data Protection - The company may face significant costs related to cybersecurity threats, which could adversely affect its operations and financial results[215] - The company does not maintain insurance policies covering losses related to cybersecurity incidents, increasing potential risks from such events[217] - The company relies on standard contractual clauses for transferring personal data outside the EEA and U.K., amid ongoing legal complexities regarding international data transfers[262] - The company anticipates increased scrutiny from regulators regarding international data transfers, which may lead to additional costs and operational changes[262] Financial Reporting and Compliance Risks - The Company has identified material weaknesses in its internal control over financial reporting, which may affect the accuracy of financial results[288] - The Company anticipates significant costs associated with compliance as a public company, which are expected to increase after it is no longer classified as an "emerging growth company"[287] - The Company may not be able to remediate identified material weaknesses in internal controls, which could lead to future reporting issues[290] - Any failure in accurate and timely reporting could lead to material misstatements in financial statements[291] Legal and Regulatory Risks - The company received a warning letter from the U.S. Commerce Department's Office of Export Enforcement regarding a violation of the Export Control Reform Act of 2018, but no criminal or administrative prosecution was pursued[253] - Fines for breaches of the GDPR or U.K. GDPR can reach up to €20 million or 4% of total global annual turnover, whichever is greater[263] - The company is subject to various anti-corruption and trade sanctions laws, which could result in significant penalties and reputational harm if violated[256] - Legal proceedings and claims could increase costs and divert management's attention, potentially harming the company's reputation and financial condition[233] Shareholder and Market Considerations - The trading price of the company's ordinary shares and warrants may be volatile, influenced by various factors including financial performance and market conditions[266] - The company is at risk of not sustaining an active trading market for its ordinary shares and warrants, which could adversely affect liquidity[270] - The Company does not intend to pay dividends for the foreseeable future, relying on share price appreciation for returns on investment[275] - The Company expects to issue additional share capital in the future, which will result in dilution for existing shareholders[273]

Company Overview - Proactive is a financial news and online broadcast provider delivering fast, accessible, and actionable business and finance news to a global investment audience [1] - The company operates in key finance and investing hubs worldwide, including London, New York, Toronto, Vancouver, Sydney, and Perth [2] - Proactive specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [2] Industry Coverage - The company provides news and unique insights across various sectors, including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [3] - Proactive has reported on energy companies during global crises, aviation and airlines recovering from the pandemic, and economic, social, and governance issues [1] Technology and Content Production - Proactive is a forward-looking technology adopter, equipping its human content creators with decades of expertise and experience [4] - The company occasionally uses automation and software tools, including generative AI, but all content is edited and authored by humans in line with best practices for content production and SEO [5]

Share Capital and Structure - The authorized share capital of Vertical Aerospace Ltd. is US$110,000, divided into 100,000,000 ordinary shares and 10,000,000 preferred shares, each with a par value of US$0.001[6]. - The company has the power to register as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands[6]. - The liability of each member is limited to the amount unpaid on their shares[6]. - The company may issue rights, options, warrants, or convertible securities as determined by the Directors[19]. - Ordinary shares are entitled to dividends and one vote per share at general meetings[4]. - Preferred shares may be issued in one or more series with specific voting powers and rights as determined by the Directors[5]. - The Company has established a dividend rate for its Preferred Shares, with specific payment dates and cumulative dividend provisions[8]. - Preferred Shares may be convertible or exchangeable into other classes of Shares, with defined conversion prices and adjustments[8]. - In the event of winding up, the Company will distribute assets among holders of Preferred Shares rateably based on their preferential amounts[8]. - The Company may redeem or purchase its own Shares, including Treasury Shares, without further Member approval[10]. - The company may increase its share capital by an amount determined by an Ordinary Resolution[18.1]. - The company can consolidate and divide its share capital into larger shares, with Directors having discretion over any resulting fractions[18.2(a)]. - The company may subdivide existing shares into smaller amounts while maintaining the same proportion of paid and unpaid amounts[18.2(b)]. - The company can cancel any shares that have not been taken or agreed to be taken, thereby reducing its share capital[18.4(d)]. Meetings and Voting - The company must hold an annual general meeting each fiscal year, specifying the meeting in the notices[20.2]. - Extraordinary general meetings can be called by a majority of Directors or by Members holding over 10% of the Ordinary Shares[20.3]. - A requisition for an extraordinary general meeting must state the general nature of the business to be dealt with[20.3(a)]. - The Board can refuse to call an extraordinary general meeting if the proposed resolution is contrary to Applicable Law[20.4]. - A person may participate in a general meeting via conference telephone or other communication equipment[20.6]. - Business must be properly brought before a general meeting according to specified procedures outlined in the Articles[21.1]. - No business shall be conducted at the annual general meeting that is not properly brought before the meeting[52]. - The presiding officer has the authority to determine if business was not properly brought before the meeting[52]. - No business shall be transacted at any general meeting unless a quorum of Members holding a simple majority of voting share capital is present[62]. - Members may participate in a general meeting via conference telephone or other communication equipment, treated as presence in person[62]. - The chairman of the Board presides over every general meeting, and if absent, the Directors present shall elect a chairman[64]. - A resolution put to the vote at a general meeting shall be decided on a poll, with results deemed the resolution of the meeting[64]. - Every Member present in person or by proxy has one vote for each share registered in their name[66]. - Shares beneficially owned by the Company shall not be voted at any meeting and shall not count towards the total number of outstanding shares[68]. - A proxy may be appointed in writing and must be received not less than 48 hours before the meeting[66]. Board of Directors - The Board shall consist of up to seven Directors, including the required number of independent directors as per listing rules[68]. - Directors may receive remuneration and be reimbursed for reasonable expenses incurred while performing their duties[31]. - The business of the Company shall be managed by the Board, which may delegate powers to committees[32]. - The Audit Committee must comprise only Independent Directors, ensuring compliance with regulatory requirements[32]. - Directors may establish advisory committees and appoint members, with the ability to delegate powers as deemed fit[32]. - A Director's office may be vacated under specific conditions, including bankruptcy or absence from meetings[33]. - Directors may meet at designated locations, with meetings requiring a 24-hour notice unless waived[34]. - Directors must declare any interest in contracts with the Company at meetings, and a general notice suffices for future contracts[34]. - The Directors may participate in meetings via telephone or similar communication equipment, which is deemed as presence in person[34]. - A majority of the authorized number of Directors constitutes a quorum for meetings, with a sole Director requiring only one for quorum[34]. Nominations and Elections - Members must own more than 10.0% of the Ordinary Shares to nominate a candidate for election to the Board[51]. - Nominations must be submitted in writing and in proper form to the Secretary of the Company, including required information and agreements[52]. - A Member's notification for nominations must be updated to ensure accuracy as of the record date for Members entitled to vote[53]. - Candidates for election as directors must complete a written questionnaire regarding their background, qualifications, and share ownership[56]. - The Board may require additional information from proposed candidates to determine their eligibility as independent directors[56]. - The Company must comply with all applicable requirements of the Exchange Act regarding nominations[53]. - The Company must send out notice for an extraordinary general meeting within seven days of receiving a valid requisition from Members[57]. - A candidate for nomination as a director must update and supplement their materials to ensure accuracy as of the record date[57]. - SF may propose up to four individuals to sit on the Board if it owns greater than 50% of the Company's Ordinary Shares[30]. - SF has the right to propose individuals to fill vacancies resulting from the removal of Appointed Directors[30]. - The Nominating and Corporate Governance Committee must recommend candidates proposed by SF for election[30]. - Directors may adopt and amend corporate governance policies as determined by resolution[30]. Financial Management and Reporting - Dividends may be declared and paid from profits or the share premium account, with unclaimed dividends reverting to the Company after six years[36]. - The Company may set aside funds as reserves before declaring dividends, which can be used for contingencies or equalizing dividends[36]. - The books of account must be kept in a manner determined by the Directors and are open for inspection by Directors[37]. - Auditors have the right to access the Company's books and accounts at all times and must report on the accounts at the next annual general meeting[38]. - The Company must maintain a register of Directors and Officers, including their names and addresses, and notify the Registrar of any changes[41]. - The Company may capitalize any sum from its reserve accounts or profit and loss account for distribution among Members[94]. - The financial year of the Company ends on December 31 each year unless otherwise prescribed by the Directors[102]. Corporate Governance and Indemnification - The Company may indemnify directors and officers against liabilities incurred in their capacity as such, to the fullest extent permitted by law[45]. - The Company has the power to release or disclose information regarding its affairs to Members, including information in the Register of Members[44]. - Notices to Members can be served via email, post, or electronic means, provided prior consent is obtained[43]. - The Directors may authorize any person to enter into agreements on behalf of Members for capitalizations and related matters[94]. - The Company renounces any interest in corporate opportunities for Directors not employed by the Company or its subsidiaries[112]. - Directors not employed by the Company have no duty to communicate corporate opportunities to the Company[112]. - Corporate opportunities are not deemed to belong to the Company if it is financially or legally unable to undertake them[112]. - The Company waives any claims related to activities concerning renounced corporate opportunities[112]. - The provisions regarding corporate opportunities apply to both past and future activities[112]. Mergers and Changes - The Company can merge or consolidate with other companies upon approval of a Special Resolution[109]. - Any changes to the Company's name or alterations to the Articles require a Special Resolution[110].

LONDON & NEW YORK--(BUSINESS WIRE)--Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero-emissions aviation, announces today that it has released its full year 2023 Annual Report, including its financial results, alongside its latest Shareholder Letter. Vertical’s Annual Report is accessible on the Company’s investor relations website and on the SEC’s website at www.sec.gov while the Shareholder Letter can be accessed here. Commenting on the Annual ...

Financial Performance and Funding - The company has not yet manufactured any non-prototype aircraft or sold any eVTOL aircraft to customers, indicating a limited operating history in the eVTOL aircraft industry [91]. - The company has secured up to $50 million in committed funding from its founder, which is expected to support anticipated capital expenditures into Q2 2025 [102]. - The company has not generated any revenue from the design, development, or manufacturing of electric aircraft, relying solely on government grants and research and development tax relief [108]. - The company expects to seek additional equity or debt financing to support its capital expenditures, which may not be available on acceptable terms [103]. - The company filed a shelf registration statement allowing it to offer and sell securities with an aggregate offering price of up to $180 million, effective November 16, 2023 [105]. - The company has a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future [94]. - As of December 31, 2023, the company had £48.7 million in cash and cash equivalents, with an expectation to receive an additional $25 million in gross proceeds from the SF Investment in March 2024 [110]. - The company anticipates net cash outflows from operating activities to be approximately £70 million over the next 12 months, factoring in expected R&D tax receipts and grants of around £28 million [111]. - The SF Investment is projected to extend the company's cash runway into the second quarter of 2025, necessitating further capital raises to sustain operations [112]. Regulatory and Compliance Risks - The company faces significant risks related to its ability to remain compliant with NYSE listing standards, which could lead to delisting and negatively impact its share price [91]. - The company received a notice from the NYSE regarding non-compliance with listing standards due to an average share price below $1.00 over a 30-day period [118]. - If the company fails to regain compliance with NYSE standards, it may face delisting, which could adversely affect share price and liquidity [120]. - The company must obtain necessary regulatory approvals, including aircraft type certification from CAA, EASA, and FAA, which may impact production timelines [126]. - The company is subject to significant fines for breaches of the GDPR and U.K. GDPR, which can reach up to €20 million or 4% of total global annual turnover [247]. - The company is required to comply with evolving EU and U.K. privacy laws on cookies and e-marketing, which may lead to increased operational costs and liabilities [248]. - The company may need to modify its data collection practices to comply with state-level privacy laws like the California Consumer Privacy Act, increasing compliance costs and potential liabilities [249]. - The company is subject to anti-corruption and anti-bribery laws, which if violated, could result in significant civil and criminal penalties [240]. - The company is subject to sanctions laws that could prohibit sales to embargoed jurisdictions, resulting in significant fines and reputational damage if violated [243]. Operational Challenges - The company has not yet constructed a production facility for aircraft manufacturing, and plans for such facilities are still in process [125]. - The company faces significant challenges in mass-producing aircraft, including high capital requirements and regulatory complexities [124]. - The company is evaluating and negotiating contracts with suppliers for planned production, which may affect the timely availability of components [125]. - The company faces risks related to supply chain disruptions, as many components are sourced from single suppliers, which could lead to delays in production [139]. - The company is reliant on key suppliers for critical components, such as battery cells from Molicel and flight control systems from Honeywell, and any need to find alternative suppliers could increase costs and cause delays [140]. - The company anticipates that regulatory approvals for its aircraft may be delayed, which could adversely affect customer relationships and sales timelines [229]. - The company may face capacity limitations in air traffic due to existing zoning regulations and airspace constraints, affecting future operations [233]. Market and Competitive Landscape - The market for eVTOL aircraft is still in a relatively early stage, and the company's success depends on effective marketing and public perception of advanced air mobility [138]. - The company faces intense competition for skilled personnel in the eVTOL sector, which may hinder its ability to attract and retain qualified employees [158][160]. - The company may encounter stronger market resistance during international expansion, including regulatory and competitive challenges [183]. - The company anticipates substantial international revenue growth, but is exposed to currency exchange rate fluctuations that could adversely affect reported revenue and profitability [196]. Technology and Development Risks - The company anticipates that its aircraft will rely on sophisticated software and technology systems, which may pose development risks [179]. - The company must obtain regulatory certification for its eVTOL aircraft, which is subject to complex technologies and independent third-party operator adoption, with no current certifications from CAA, EASA, or FAA [130]. - The company expects to introduce new features and capabilities to its aircraft over time, but initial operations may be limited to visual flight rules until further testing and certification are completed [133]. - The company is working to ensure its aircraft comply with Instrument Flight Rules (IFRs), but there is no assurance of success in certification [225]. - The company relies on third-party partners for emerging technologies, which may not be commercially viable or meet production requirements [180]. Legal and Liability Risks - Legal proceedings and claims could increase costs and divert management's attention, potentially harming the company's reputation and financial condition [216]. - The company faces potential civil claims and class action litigation related to data breaches, which could result in substantial compensation liabilities [247]. - The company may face inquiries and claims regarding intellectual property infringement, which could divert resources and damage its reputation [250]. Internal Controls and Governance - Material weaknesses in internal control over financial reporting have been identified, which could lead to inaccurate financial results and potential regulatory issues if not effectively remediated [275][279]. - The company is required to maintain adequate internal controls over financial reporting as per the Sarbanes-Oxley Act, with management responsible for assessing their effectiveness annually [276][280]. - There is a risk that existing internal controls may become inadequate due to changes in business conditions or accounting principles, potentially impacting financial reporting accuracy [281][282]. - The growth and expansion of the company's operations may strain its financial and operational resources, affecting the ability to implement necessary improvements to systems and controls [283]. - Failure to maintain effective internal controls could adversely affect investor confidence and the market price of the company's securities [280]. Shareholder and Market Risks - The market price of the company's ordinary shares and warrants may fluctuate significantly, influenced by various factors including financial performance and market conditions [255]. - The company may experience volatility in its securities prices, which could lead to potential losses for investors [257]. - There is a risk that an active trading market for the company's ordinary shares and warrants may not develop or be sustained, affecting liquidity [258]. - The company does not intend to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment [261]. - The company may face significant dilution of current shareholders' equity if additional ordinary shares are issued below the last reported sale price, particularly if the issuance exceeds 2.5% of outstanding shares [194].

LONDON--(BUSINESS WIRE)--Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero emissions aviation, entered into an investment agreement with its founder, majority shareholder and Chief Executive Officer, Stephen Fitzpatrick, in respect of a commitment by Mr. Fitzpatrick to provide up to $50 million of funding to the company in the form of an equity investment. This follows the January 21, 2024 previously announced legally binding termsheet agreement re ...

LONDON & NEW YORK--(BUSINESS WIRE)--Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero emissions aviation, today announces it has been awarded £8 million ($10 million) in grant funding by the UK Government, through the Aerospace Technology Institute (ATI) Programme, to develop its next-generation propellers for use on its VX4 aircraft. The project is the third awarded to Vertical by the ATI Programme and brings total UK Government grant funding t ...

Production and Manufacturing Risks - The company has not yet manufactured any non-prototype aircraft or sold any eVTOL aircraft to customers, indicating a significant risk in achieving commercial production[89]. - The company is currently in the process of evaluating and negotiating contracts with suppliers for planned production aircraft, but may face delays in component procurement[94]. - The company has not constructed a high-volume production facility, and its manufacturing facility plans are still in the concept stage, which could impact production timelines[93]. - The company anticipates significant increases in expenses and continuing losses until it begins commercial manufacturing of its aircraft[100]. - The company faces challenges in obtaining necessary regulatory approvals, which could delay production and impact customer relationships[95]. - The company relies on key suppliers for components, and any disruptions in the supply chain could adversely affect production timelines and costs[103]. - The company expects to incur higher losses in future periods as it ramps up production and marketing efforts[101]. - The company faces risks related to regulatory certification, as no eVTOL aircraft are currently certified for commercial operations by relevant authorities[114]. Market and Competitive Landscape - The market for eVTOL aircraft is still in early stages, and the company's success depends on effective marketing and public perception of advanced air mobility[102]. - The competitive landscape is intensifying, with the risk that competitors may commercialize their technology before the company does[134][136]. - The company faces significant competition from larger corporations with greater resources, which may impact its ability to secure design wins and market share[137]. - The market for electric aircraft is new and untested, characterized by rapidly changing technologies and uncertain customer demands, which poses risks to the company's business prospects[142]. Financial Performance and Funding - The company has incurred net losses since inception and has not generated any revenue from the design, development, manufacturing, engineering, and sale or distribution of electric aircraft[167]. - As of December 31, 2022, the company had £122.8 million in cash and cash equivalents, including short-term deposits[167]. - The company expects funding requirements of approximately £90 million over the next 12 months to support prototype aircraft creation, certification processes, and personnel investments[168]. - The company entered into a Purchase Agreement with Nomura to purchase up to $100 million in ordinary shares, having sold approximately 1.1 million shares at a weighted average price of $7.70, netting about $8.5 million[176]. - The company issued $200 million principal amount of Convertible Senior Secured Notes, convertible at a rate of 90.9091 ordinary shares per $1,000 principal amount, bearing interest at 7.00% per annum[180]. - The company faces significant uncertainty regarding its ability to continue as a going concern, which may adversely affect its share price and ability to obtain financing[167][171]. - The company may need to raise additional capital through equity offerings, which could significantly dilute existing shareholders[170]. Regulatory and Compliance Challenges - The company must develop complex software and technology systems in coordination with partners, and any failure in this area could harm its competitive position[150]. - Regulatory approvals are necessary for the production and sale of aircraft, and failure to obtain these could adversely impact customer relationships and reputation[222]. - Changes in government regulations could impose additional requirements, increasing compliance costs and causing delays in operations[228]. - The company is subject to stringent export and import control laws, which could materially adversely affect its business and financial condition if compliance is not maintained[230]. - The company is subject to various anti-corruption and anti-bribery laws, which if violated, could result in significant fines, penalties, and reputational harm[232]. Operational and Strategic Risks - The company may experience challenges in maintaining confidence among customers and partners, which could affect sales and business relationships[131]. - The aircraft's utilization may be lower than expected due to environmental conditions, impacting financial performance[132]. - There is a shortage of qualified pilots and mechanics, which could hinder the company's ability to sell aircraft at scale and meet growth timelines[140]. - The ongoing COVID-19 pandemic has disrupted manufacturing and supply chains, leading to a global decrease in aircraft sales and potential delays in the company's production schedules[148]. - The ongoing conflict in Ukraine may disrupt design, development, and supply chains, potentially increasing costs and impacting commercialization timelines[209]. Data Privacy and Security Risks - The company may incur significant liabilities and reputational harm if it experiences a security breach, including unauthorized access to customer data[192]. - The company relies on standard contractual clauses for transferring personal data outside the EEA and U.K., which is currently complex and uncertain due to evolving data protection regulations[187]. - The company expects to face additional costs and operational changes due to evolving EU and U.K. privacy laws on cookies and e-marketing, which require informed consent for data collection[189]. - The company engages third-party service providers for data processing, which may expose it to additional risks of cyberattacks and unauthorized access to sensitive information[195]. Internal Control and Governance - The company has identified material weaknesses in its internal control over financial reporting, which may affect the accuracy of financial results[262]. - The company anticipates investing significant resources to enhance and maintain its financial controls and reporting systems[265]. - The company may not be able to maintain an effective internal control environment, which could impair its ability to report financial results accurately[266]. - The company is classified as a "controlled company," allowing it to rely on exemptions from certain NYSE corporate governance standards[259]. Shareholder and Market Considerations - The company does not intend to pay any cash dividends in the foreseeable future, relying on price appreciation for returns on investment[250]. - The company expects to issue additional share capital in the future, which will result in dilution for existing shareholders[249]. - The market price of the company's securities may be volatile, influenced by fluctuations in financial performance and broader market conditions[243]. - The company may be subject to securities class action litigation due to market price volatility, which could divert management's attention and incur substantial expenses[246].