Vertical Aerospace Ltd.
73.80%
93,274,109
1867102
G9471C107
Jan 23, 2025
Jan 28, 2025, 08:20 PM
Reporting Persons (18)
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, L.P. | Partnership | 73.80% | 93,274,109 | 0 | 93,274,109 |
| Mudrick Capital Management, LLC | Other | 73.80% | 93,274,109 | 0 | 93,274,109 |
| Jason Mudrick | Individual | 73.80% | 93,274,109 | 0 | 93,274,109 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 22.90% | 21,614,992 | 0 | 21,614,992 |
| Mudrick GP, LLC | Other | 22.90% | 21,614,992 | 0 | 21,614,992 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 15.17% | 13,755,456 | 0 | 13,755,456 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 13.80% | 12,455,405 | 0 | 12,455,405 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 3.80% | 3,258,162 | 0 | 3,258,162 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Partnership | 3.80% | 3,258,162 | 0 | 3,258,162 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 2.90% | 2,475,650 | 0 | 2,475,650 |
| Mudrick Distressed Opportunity SIF GP, LLC | Other | 2.90% | 2,475,650 | 0 | 2,475,650 |
| Mudrick Stressed Credit Master Fund, L.P. | Partnership | 2.90% | 2,459,042 | 0 | 2,459,042 |
| Mudrick Stressed Credit Fund GP, LLC | Other | 2.90% | 2,459,042 | 0 | 2,459,042 |
| Mudrick Opportunity Co-Investment Fund GP, LLC | Other | 2.50% | 2,123,552 | 0 | 2,123,552 |
| Mudrick Opportunity Co-Investment Fund, L.P. | Partnership | 2.50% | 2,123,552 | 0 | 2,123,552 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 1.50% | 1,300,051 | 0 | 1,300,051 |
| Mudrick Distressed Opportunity Drawdown Fund III, L.P. | Partnership | 0.60% | 494,804 | 0 | 494,804 |
| Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | Other | 0.60% | 494,804 | 0 | 494,804 |
Disclosure Items (7)
Class A ordinary shares, par value $0.0001 per share
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Bristol, X0, BS2 0UW
This Schedule 13D is being jointly filed by Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"), Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), Mudrick Distressed Opportunity SIF GP, LLC ("SIF GC"), Mudrick Stressed Credit Master Fund, L.P. ("MSC"), Mudrick Stressed Credit Fund GP, LLC ("MSC GP"), Mudrick Opportunity Co-Investment Fund, LP ("Co-Invest"), Mudrick Opportunity Co-Investment Fund GP, LLC ("Co-Invest GP"), Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III") and Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MSC GP is the general partner of MSC and may be deemed to beneficially own the securities of the Issuer directly held by MSC. Co-Invest GP is the general partner of Co-Invest and may be deemed to beneficially own the securities of the Issuer directly held by Co-Invest. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, DISL, SIF, MSC, Co-Invest, Drawdown III and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, MCM GP, DISL GP, SIF GP, MSC GP, Co-Invest GP and Drawdown III GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, DISL, SIF, MSC, Co-Invest, Drawdown III and certain accounts managed by MCM. The filing of this Schedule 13D is not an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities directly held by any other Reporting Person except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. Pursuant to Rule 13d-1(k)(1) under the Exchange Act, a joint filing agreement among the Reporting Persons is attached as Exhibit 17 to this Amendment No. 4 and incorporated herein by reference.
The principal business office of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022.
The principal business of the Reporting Persons is investing in securities. The principal business of MCM is acting as the investment manager to the Reporting Persons. The principal business of MCM GP is acting as the general partner of MCM. The principal business of Mudrick GP is acting as the general partner of Global LP. The principal business of Drawdown II GP is acting as the general partner of Drawdown II and Drawdown II SC. The principal business of DISL GP is acting as the general partner of DISL. The principal business of SIF GP is acting as the general partner of SIF. The principal business of MSC GP is acting as the general partner of MSC. The principal business of Co-Invest GP is acting as the general partner of Co-Invest. The principal business of Drawdown III GP is acting as the general partner of Drawdown III. The principal occupation of Mr. Mudrick is serving as the sole member of each of MCM GP, Mudrick GP, Drawdown II GP, DISL GP, SIF GP, MSC GP, Co-Invest GP and Drawdown III GP.
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The responses set forth in row 6 of the cover pages of this Schedule 13D are incorporated by reference in this Item 2(f).
This Item 3 of the Schedule 13D is amended and supplemented as follows: The information included in Item 4 of this Amendment No. 4 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. 4 are incorporated by reference into this Item 5. Such responses are provided as of January 24, 2025.
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. 4 are incorporated by reference into this Item 5. Such responses are provided as of January 24, 2025. 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: Registration Rights Agreement As previously disclosed in Amendment No. 3, MCM entered into a Registration Rights Agreement dated as of December 23, 2024 (the "MCM Registration Rights Agreement"). On January 22, 2025, MCM entered into Amendment No. 1 to the MCM Registration Rights Agreement in order to extend the Filing Deadline (as defined therein) for the company to file a registration statement pursuant to the agreement.
Exhibit 17: Joint Filing Agreement, dated as of January 28, 2025. Exhibit 18: Amendment No. 1 to the MCM Registration Rights Agreement, dated as of January 22, 2025.