Vertical Aerospace Ltd.
55.00%
105,401,051
1867102
Aug 4, 2026
Aug 7, 2026, 09:40 PM
Reporting Persons (20)
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 | 55.00% | 105,401,051 | 0 | 105,401,051 |
| Jason Mudrick | Individual | 55.00% | 105,401,051 | 0 | 105,401,051 |
| Mudrick Capital Management, L.P. | Partnership | 55.00% | 105,401,051 | 0 | 105,401,051 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 15.10% | 22,586,781 | 0 | 22,586,781 |
| Mudrick GP, LLC | Other | 15.10% | 22,586,781 | 0 | 22,586,781 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 10.60% | 15,239,017 | 0 | 15,239,017 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 9.50% | 13,798,753 | 0 | 13,798,753 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Partnership | 2.60% | 3,609,563 | 0 | 3,609,563 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 2.60% | 3,609,563 | 0 | 3,609,563 |
| Mudrick Stressed Credit Fund GP, LLC | Other | 2.10% | 2,967,410 | 0 | 2,967,410 |
| Mudrick Stressed Credit Master Fund, L.P. | Partnership | 2.10% | 2,967,410 | 0 | 2,967,410 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 1.90% | 2,637,302 | 0 | 2,637,302 |
| Mudrick Distressed Opportunity SIF GP, LLC | Other | 1.90% | 2,637,302 | 0 | 2,637,302 |
| Mudrick Opportunity Co-Investment Fund, L.P. | Partnership | 1.60% | 2,301,190 | 0 | 2,301,190 |
| Mudrick Opportunity Co-Investment Fund GP, LLC | Other | 1.60% | 2,301,190 | 0 | 2,301,190 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 1.00% | 1,440,264 | 0 | 1,440,264 |
| Mudrick Distressed Opportunity Drawdown Fund III, L.P. | Partnership | 0.40% | 576,846 | 0 | 576,846 |
| Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | Partnership | 0.40% | 576,846 | 0 | 576,846 |
| Mudrick Co-Investment Opportunity III, L.P. | Other | 0.20% | 250,000 | 0 | 250,000 |
| Mudrick Co-Investment Opportunity III GP, LLC | Other | 0.20% | 250,000 | 0 | 250,000 |
Disclosure Items (5)
Ordinary Shares, par value $0.001 per share
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street, Bristol, X0, BS2 0UW
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. 8 are incorporated by reference into this Item 5.
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. 8 are incorporated by reference into this Item 5.
This Item 5(c) of the Schedule 13D is amended and supplemented as follows: Except as set forth in Exhibit 21 attached hereto, there have been no transactions in Issuer securities effected by the Reporting Persons in the last sixty 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: The information disclosed in Item 4 of this Amendment No. 8 is incorporated by reference herein. Term Sheet On August 5, 2026, MCM entered into the Term Sheet with the Company, pursuant to which MCM, on behalf of certain of the Reporting Persons, agreed in principle, subject to further negotiation and the execution of definitive agreements, to purchase $35 million of Additional Notes from the Company (the "Convertible Notes Purchase"). The Additional Notes will be issued pursuant to Section 2.03 of the Company's existing Indenture ("Indenture"), dated as of December 16, 2021, with U.S. Bank National Association as Trustee and the other parties thereto, governing the Company's existing 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2030, which will be amended to provide for, among other things, a change in the conversion price of all Convertible Senior Secured Notes issued under the Indenture from $3.50 to $1.30 per ordinary share of the Company, par value $0.001. In addition to the Convertible Notes Purchase, MCM also: (1) agreed that it would consent to the Company issuing $25 million of Series A Convertible Preferred Shares with a liquidation value of $1,000 per share to Yorkville Advisors Global, LP or its designee; (2) waived its participation rights with respect to a $35 million common equity offering by the Company; and (3) agreed to vote its voting securities to approve the repricing of certain existing options granted to Company employees and the creation, reservation and authorization of a new management option pool. Shareholder Agreement On August 5, 2026, MCM and the Company also agreed to a form of Shareholder Agreement that will be executed in connection with the closing of the Convertible Notes Purchase. Pursuant to the Shareholder Agreement, the Company is required to increase the size of its board of directors (the "Board") to nine and MCM shall be entitled to nominate for election a number of individuals (not less than zero) to serve as directors on the Board (the "Specified Directors") that is equal to (X) the product, rounded to the nearest whole number, of (i) the percentage of Ordinary Shares beneficially owned by MCM at the relevant time multiplied by (ii) the size of the whole Board at the relevant time minus (Y) the number of Appointed Directors (as defined in the Company's Articles of Association) serving on the Board at such time. Additionally, so long as MCM beneficially owns at least 10% of the Company's Ordinary Shares, MCM may designate a number of Specified Director(s) (not less than zero) to serve on each of the Board's committees that is equal to (X) the product, rounded to the nearest whole number, of (i) the percentage of Ordinary Shares beneficially owned by MCM at the relevant time multiplied by (ii) the size of the whole applicable committee at the relevant time minus (Y) the number of Appointed Directors serving on each such committee at such time. The Shareholder Agreement further sets out the requirements for MCM's director nominees and committee members and the nomination process and certain other matters. The Shareholder Agreement also provides that the Company shall take all necessary action to duly call, give notice of, convene and hold an Annual or Extraordinary General Meeting of the shareholders of the Company as promptly as possible following the date of the Term Sheet (and in any event by September 15, 2026) to vote on certain amendments to the Company's Articles of Associations (the "Articles Amendments"), recommend that the shareholders of the Company vote in favor of the Articles Amendments and use commercially reasonable efforts to obtain shareholder approval thereof. The Shareholder Agreement will terminate with immediate effect upon the earlier of (a) the adoption by the Company of the Articles Amendments and (b) such time as MCM ceases to beneficially own at least 10% of the Company's Ordinary Shares. The descriptions of each of the Term Sheet and the Shareholder Agreement are qualified in their entirety by reference to the full text of such documents, which is filed herewith as Exhibit 22 is incorporated by reference herein.
Exhibit 21: Transactions Exhibit 22: Comprehensive Financing Term Sheet (including Form of Shareholder Agreement)