Vertical Aerospace Ltd.
79.30%
84,942,109
1867102
G9471C107
Dec 19, 2024
Dec 26, 2024, 06:33 PM
Reporting Persons (16)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mudrick Capital Management, LLC | Other | 79.30% | 84,942,109 | 0 | 84,942,109 |
| Jason Mudrick | Individual | 79.30% | 84,942,109 | 0 | 84,942,109 |
| Mudrick Capital Management, L.P. | Partnership | 79.30% | 84,942,109 | 0 | 84,942,109 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 25.50% | 19,990,704 | 0 | 19,990,704 |
| Mudrick GP, LLC | Other | 25.50% | 19,990,704 | 0 | 19,990,704 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 16.90% | 12,711,538 | 0 | 12,711,538 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 15.40% | 11,481,305 | 0 | 11,481,305 |
| Mudrick Stressed Credit Fund GP, LLC | Other | 9.80% | 7,103,046 | 0 | 7,103,046 |
| Mudrick Stressed Credit Master Fund, L.P. | Partnership | 9.80% | 7,103,046 | 0 | 7,103,046 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Partnership | 4.20% | 3,009,914 | 0 | 3,009,914 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 4.20% | 3,009,914 | 0 | 3,009,914 |
| Mudrick Distressed Opportunity SIF Master Fund GP, LLC | Other | 3.30% | 2,341,332 | 0 | 2,341,332 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 3.30% | 2,341,332 | 0 | 2,341,332 |
| Mudrick Opportunity Co-Investment Fund, L.P. | Partnership | 3.00% | 2,123,552 | 0 | 2,123,552 |
| Mudrick Opportunity Co-Investment Fund GP, LLC | Other | 3.00% | 2,123,552 | 0 | 2,123,552 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 2.70% | 1,230,233 | 0 | 1,230,233 |
Disclosure Items (6)
Class A ordinary shares, par value $0.0001 per share
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Bristol, X0, BS2 0UW
This Item 4 of the Schedule 13D is amended and supplemented as follows: The information included in Item 4 of this Amendment No. 3 is incorporated by reference into this Item 3.
This Item 5(a) of the Schedule 13D is amended and supplemented as follows: The responses set forth in rows 7 through 13 and the related "Comments for Type of Reporting Person" on the cover pages to this Amendment No. 3 are incorporated by reference into this Item 5. Such responses are provided as of December 23, 2024.
This Item 5(b) of the Schedule 13D is amended and supplemented as follows: The responses set forth in rows 7 through 13 and the related "Comments for Type of Reporting Person" on the cover pages to this Amendment No. 3 are incorporated by reference into this Item 5. Such responses are provided as of December 23, 2024. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
This Item 5(c) of the Schedule 13D is amended and supplemented as follows: Except as set forth herein, the Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days.
This Item 5(d) of the Schedule 13D is amended and supplemented as follows: Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities owned by such Reporting Person.
N/A
This Item 6 of the Schedule 13D is amended and supplemented as follows: Investment Agreement MCM entered into that certain Investment Agreement, dated as of December 20, 2024 (the "Investment Agreement'), by and among MCM, the Company, VAGL and Stephen Fitzpatrick (together with his affiliated entities, "SF"). Pursuant to the Investment Agreement MCM committed to fund up to $50 million to the Company in its next funding round (the "Equity Placement"), with $25 million funded on a non-contingent basis, and a backstop commitment for an additional $25 million to be funded by MCM if the Company is not able to raise such amount in the Equity Placement. Ancillary Agreements MCM entered into that certain Shareholder Letter Agreement, dated as of December 23, 2024, by and among MCM, the Company and SF (the "Shareholders Agreement") setting forth, among other things, certain corporate governance rights conferred upon MCM. Pursuant to the Shareholders Agreement, among other things, (i) for so long as MCM beneficially owns at least 35% of the Company issued and outstanding as set forth in the Shareholders Agreement, MCM has certain consent rights with respect to the Company's organizational documents and board composition and has agreed to use good faith efforts to ensure that the Company headquarters is maintained in the United Kingdom and the majority of the business operations of it and its subsidiaries, taken together, be maintained the United Kingdom, that the Company name and brand identity remains "Vertical Aerospace" and that, so long as SF is the beneficial owner of greater than 3% of the issued and outstanding Ordinary Shares, MCM will ensure that SF holds a seat on the board of directors of the Company and VAGL. MCM entered into a Lock-Up Agreement, dated as of December 23, 2024, by and between MCM and the Company (the "MCM Lock Up Agreement'), which contains certain restrictions on transfer with respect to the Converted Shares beginning December 23, 2024, and ending on the earlier to occur of (i) the completion of the First Equity Offering (as defined in the Investment Agreement) and (ii) March 31, 2025. MC entered into a Registration Rights Agreement, dated as of December 23, 2024, by and between MCM and the Company (the "MCM Registration Rights Agreement') pursuant to which, subject to certain requirements and customary conditions, the Company shall file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") to register the Conversion Shares together with the Ordinary Shares issuable upon conversion of the remainder of the Convertible Senior Secured Notes outstanding, to the extent not already registered for resale under a currently effective registration statement of the Company. Forbearance and Waiver Prior to the Partial Conversion, MCM entered into a forbearance agreement, dated as of December 15, 2024 (the "Forbearance Agreement"), by and among the Company, VAGL, MCM, Stephen Fitzpatrick and Imagination Aero, pursuant to which MCM committed to forbear from exercising its rights upon the occurrence of an event of default arising as a result of certain specified defaults or potential defaults under the Indenture. Following the Partial Conversion, Mudrick Capital executed a waiver, dated December 23, 2024 (the "Waiver"), granting waivers to the Company in respect of certain existing and potential defaults, as well as any events of default potentially resulting therefrom, under the Indenture, subject to certain terms and conditions specified therein. The descriptions of the foregoing agreements are qualified by the full text of such agreements, which are attached hereto as Exhibits 11 through 16, respectively and incorporated herein by reference.
Exhibit 10: Joint Filing Agreement, dated as of February 10, 2022 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on February 11, 2022). Exhibit 11: Investment Agreement, dated as of December 20, 2024 (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer on December 20, 2024). Exhibit 12: Shareholder Letter Agreement, dated as of December 23, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer on December 23, 2024). Exhibit 13: Lock-up Agreement, dated as of December 23, 2024 (incorporated by reference to Exhibit 99.3 to the Form 6-K filed by the Issuer on December 23, 2024). Exhibit 14: Registration Rights Agreement, dated as of December 23, 2024 (incorporated by reference to Exhibit 99.4 to the Form 6-K filed by the Issuer on December 23, 2024). Exhibit 15: Forbearance Agreement, dated as of December 15, 2024 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer on December 20, 2024). Exhibit 16: Waiver, dated as of December 23, 2024 (incorporated by reference to Exhibit 4.3 to the Form 6-K filed by the Issuer on December 23, 2024).