13D Filings
Vertical Aerospace Ltd.
EVTL
Amendment
Ownership

64.20%

Total Shares

214,698,010

Issuer CIK

1867102

Event Date

Aug 11, 2026

Accepted

Aug 14, 2026, 05:08 PM

Reporting Persons (20)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Mudrick Capital Management, LLC
Other
64.20%214,698,0100214,698,010
Jason Mudrick
Individual
64.20%214,698,0100214,698,010
Mudrick Capital Management, L.P.
Partnership
64.20%214,698,0100214,698,010
Mudrick Distressed Opportunity Fund Global, L.P.
Partnership
20.00%40,232,026040,232,026
Mudrick GP, LLC
Other
20.00%40,232,026040,232,026
Mudrick Distressed Opportunity Drawdown Fund II GP, LLC
Other
13.90%26,468,185026,468,185
Mudrick Distressed Opportunity Drawdown Fund II, L.P.
Partnership
12.70%23,966,634023,966,634
Mudrick Stressed Credit Fund GP, LLC
Other
4.30%7,630,75207,630,752
Mudrick Stressed Credit Master Fund, L.P.
Partnership
4.30%7,630,75207,630,752
Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.
Partnership
3.60%6,269,33906,269,339
Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC
Other
3.60%6,269,33906,269,339
Mudrick Distressed Opportunity SIF Master Fund, L.P.
Partnership
2.70%4,658,28204,658,282
Mudrick Distressed Opportunity SIF GP, LLC
Other
2.70%4,658,28204,658,282
Mudrick Opportunity Co-Investment Fund, L.P.
Partnership
2.40%4,175,59204,175,592
Mudrick Opportunity Co-Investment Fund GP, LLC
Other
2.40%4,175,59204,175,592
Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
Partnership
1.40%2,501,55102,501,551
Mudrick Distressed Opportunity Drawdown Fund III, L.P.
Partnership
0.60%1,082,45901,082,459
Mudrick Distressed Opportunity Drawdown Fund III GP, LLC
Partnership
0.60%1,082,45901,082,459
Mudrick Co-Investment Opportunity III, L.P.
Other
0.10%250,0000250,000
Mudrick Co-Investment Opportunity III GP, LLC
Other
0.10%250,0000250,000
Disclosure Items (6)

Security Title

Ordinary Shares, par value $0.001 per share

Issuer Name

Vertical Aerospace Ltd.

Issuer Address

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 4 of the Schedule 13D is amended and supplemented as follows: The information disclosed in Item 6 of this Amendment No. 9 is incorporated by reference herein.

Percentage of Class

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.

Number of Shares

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.

Transactions

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.

Shareholders

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.

Date of 5% Ownership

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.

Vertical Aerospace Ltd. — Schedule 13D | 13D Filings