Vertical Aerospace Ltd.
64.20%
214,698,010
1867102
Aug 11, 2026
Aug 14, 2026, 05:08 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 | 64.20% | 214,698,010 | 0 | 214,698,010 |
| Jason Mudrick | Individual | 64.20% | 214,698,010 | 0 | 214,698,010 |
| Mudrick Capital Management, L.P. | Partnership | 64.20% | 214,698,010 | 0 | 214,698,010 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 20.00% | 40,232,026 | 0 | 40,232,026 |
| Mudrick GP, LLC | Other | 20.00% | 40,232,026 | 0 | 40,232,026 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 13.90% | 26,468,185 | 0 | 26,468,185 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 12.70% | 23,966,634 | 0 | 23,966,634 |
| Mudrick Stressed Credit Fund GP, LLC | Other | 4.30% | 7,630,752 | 0 | 7,630,752 |
| Mudrick Stressed Credit Master Fund, L.P. | Partnership | 4.30% | 7,630,752 | 0 | 7,630,752 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Partnership | 3.60% | 6,269,339 | 0 | 6,269,339 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 3.60% | 6,269,339 | 0 | 6,269,339 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 2.70% | 4,658,282 | 0 | 4,658,282 |
| Mudrick Distressed Opportunity SIF GP, LLC | Other | 2.70% | 4,658,282 | 0 | 4,658,282 |
| Mudrick Opportunity Co-Investment Fund, L.P. | Partnership | 2.40% | 4,175,592 | 0 | 4,175,592 |
| Mudrick Opportunity Co-Investment Fund GP, LLC | Other | 2.40% | 4,175,592 | 0 | 4,175,592 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 1.40% | 2,501,551 | 0 | 2,501,551 |
| Mudrick Distressed Opportunity Drawdown Fund III, L.P. | Partnership | 0.60% | 1,082,459 | 0 | 1,082,459 |
| Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | Partnership | 0.60% | 1,082,459 | 0 | 1,082,459 |
| Mudrick Co-Investment Opportunity III, L.P. | Other | 0.10% | 250,000 | 0 | 250,000 |
| Mudrick Co-Investment Opportunity III GP, LLC | Other | 0.10% | 250,000 | 0 | 250,000 |
Disclosure Items (6)
Ordinary Shares, par value $0.001 per share
Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street, Bristol, X0, BS2 0UW
This Item 3 is amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 9 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. 9 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. 9 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 this Amendment No. 9 and in Exhibit 21 to Amendment No. 8 (which is incorporated herein by reference), 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: As previously disclosed by the Company in its Form 6-K filed on August 13, 2026 and consistent with Item 6 of Amendment No. 8, on August 12, 2026, Mudrick Capital Management, L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates ("MCM"), and the Company entered into an Amended and Restated Convertible Note Purchase Agreement (the "A&R Convertible Note Purchase Agreement"), pursuant to which the Company issued the remaining $35,000,000 in aggregate nominal principal amount of additional Convertible Senior Secured Notes (the "Additional Notes") to MCM and MCM purchased such Additional Notes. The Additional Notes were issued pursuant to Section 2.03 of the Company's indenture, dated as of December 16, 2021, with U.S. Bank National Association as Trustee and the other parties thereto (as amended and supplemented, the "Indenture"), governing the Company's existing 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2030, which was supplemented 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. The description of the A&R Convertible Note Purchase Agreement is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 23 and is incorporated by reference herein. Additionally, on August 12, 2026, MCM and the Company entered into a shareholder agreement (the "Shareholder Agreement") providing for certain director nomination rights, removal rights and consent rights for MCM and other matters, including the submission of certain amendments to the Company's Fifth Amended and Restated Memorandum and Articles of Association (the "Articles") to a vote at a general meeting of the Company's shareholders. Pursuant to the Shareholder Agreement, among other things, (1) the Company agreed to take all necessary corporate action to increase the number of seats on the board of directors of the Company (the "Board") from eight directors to nine directors and (2) MCM is entitled to nominate for election individuals to serve as directors in respect of the number of director positions 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 total number of director positions on the Board (for the avoidance of doubt, including any vacancies) at the relevant time minus (Y) the number of Appointed Directors (as defined in the Articles) serving on the Board at such time ("Specified Directors"); provided that there shall not be less than one director on the Board that is either a Specified Director or an Appointed Director. The description of the Shareholder Agreement is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 24 and is incorporated by reference herein.
Exhibit 23: Amended and Restated Convertible Note Purchase Agreement, dated as of August 12, 2026, by and between MCM and the Issuer. Exhibit 24: Shareholder Agreement, dated as of August 12, 2026, by and between MCM and the Issuer.