Mudrick Capital Discloses 10% Stake in Vertical Aerospace
Ticker: EVTWF · Form: SC 13D · Filed: Oct 23, 2024 · CIK: 1867102
Sentiment: neutral
Topics: activist-investor, stake-acquisition, aerospace
Related Tickers: EVTL
TL;DR
**Mudrick Capital now owns 10% of Vertical Aerospace. Big move.**
AI Summary
On October 23, 2024, Mudrick Capital Management, L.P. and its affiliates filed a Schedule 13D, reporting beneficial ownership of 10.0% of Vertical Aerospace Ltd. This filing indicates a significant stake taken by the investment firm in the aerospace company.
Why It Matters
This filing signals a substantial investment by Mudrick Capital in Vertical Aerospace, potentially influencing the company's strategic direction or future financing activities.
Risk Assessment
Risk Level: medium — The filing indicates a significant stake, which could lead to activist investor behavior or strategic shifts, but doesn't specify immediate threats.
Key Numbers
- 10.0% — Ownership Stake (Mudrick Capital's beneficial ownership in Vertical Aerospace Ltd.)
Key Players & Entities
- Mudrick Capital Management, L.P. (company) — Filing entity
- Vertical Aerospace Ltd. (company) — Subject company
- Jason Mudrick (person) — Member of Mudrick Capital Group
- 10.0% (dollar_amount) — Percentage of shares owned
FAQ
What is the total number of shares of Vertical Aerospace Ltd. beneficially owned by the Mudrick Capital Group?
The filing does not specify the exact number of shares, only that the group beneficially owns 10.0% of the outstanding shares.
When did the Mudrick Capital Group acquire this stake?
The filing states the 'Date as of change' is October 23, 2024, indicating this is when the reporting threshold was met or changed.
What is the primary business of Vertical Aerospace Ltd.?
Vertical Aerospace Ltd. is in the AIRCRAFT [3721] industry, specifically manufacturing.
What is the business address of Vertical Aerospace Ltd.?
The business address is Unit 1 Camwal Court, Chapel Street, Bristol, BS2 0UW.
Which specific entities are part of the Mudrick Capital Group filing?
The Mudrick Capital Group includes Mudrick Capital Management, L.P., Jason Mudrick, and various other named Mudrick Distressed Opportunity and Mudrick Stressed Credit funds and their general partners.
Filing Stats: 4,490 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-10-23 19:06:45
Key Financial Figures
- $0.0001 — r) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securiti
Filing Documents
- tm2426750d1_sc13d.htm (SC 13D) — 323KB
- tm2426750d1_ex-2.htm (EX-99.2) — 75KB
- tm2426750d1_ex-3.htm (EX-99.3) — 9KB
- 0001104659-24-110937.txt ( ) — 409KB
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 2,665,243 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 2,665,243 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,665,243 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 2,265,243 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Vertical Aerospace Ltd. (the “Issuer”) issuable upon conversion of Convertible Senior Secured Notes and (ii) 400,000 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, LP and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate. (2) Based on 24,990,167 Ordinary Shares outstanding, which includes (i) 22,324,924 Ordinary Shares outstanding as of June 30, 2024, as disclosed by the Issuer in its financial results filed with the Securities Exchange Commission on Form 6-K on September 17, 2024, and giving effect to the 1-for-10 reverse stock split announced by the Issuer on September 16, 2024 (the “Outstanding Ordinary Shares”), (ii) 2,265,243 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 400,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reportin
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 2,665,243 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 2,665,243 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,665,243 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes (i) 2,265,243 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Vertical Aerospace Ltd. (the “Issuer”) issuable upon conversion of Convertible Senior Secured Notes and (ii) 400,000 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, LP and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate. (2) Based on 24,990,167 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 2,265,243 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 400,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reporting Persons. 3 (1) NAME OF REPORTING PERSONS Jason Mudrick (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 2,665,243 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 2,665,243 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,665,243 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% (2) (14) TYPE OF REPORTING PERSON IN (1) Includes (i) 2,265,243 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Vertical Aerospace Ltd. (the “Issuer”) issuable upon conversion of Convertible Senior Secured Notes and (ii) 400,000 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, LP and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate. (2) Based on 24,990,167 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 2,265,243 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 400,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reporting Persons. 4 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity Fund Global, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 627,251 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 627,251 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,251 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 533,113 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 94,138 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P. (2) Based on 22,952,175 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 533,113 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (iii) 94,138 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P. 5 (1) NAME OF REPORTING PERSONS Mudrick GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 627,251 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 627,251 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,251 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Distressed Opportunity Fund Global, L.P. (2) Based on 22,952,175 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 533,113 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (iii) 94,138 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P. 6 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity Drawdown Fund II, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 361,447 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 361,447 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 361,447 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 307,201 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 54,246 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. (2) Based on 22,686,371 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 307,201 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 54,246 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. 7 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 37,726 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 37,726 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,726 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 32,064 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 5,662 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. (2) Based on 22,362,650 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 32,064 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 5,662 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. 8 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 399,173 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 399,173 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,173 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. (2) Based on 22,724,097 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 339,265 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 59,908 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held collectively by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. 9 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 94,549 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 94,549 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,549 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 80,359 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 14,190 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. (2) Based on 22,419,473 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 80,359 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 14,190 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. 10 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 94,549 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 94,549 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,549 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. (2) Based on 22,419,473 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 80,359 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 14,190 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. 11 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity SIF Master Fund, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 71,841 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 71,841 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,841 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 61,059 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 10,782 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P. (2) Based on 22,396,765 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 61,059 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,782 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity SIF Master Fund, L.P. 12 (1) NAME OF REPORTING PERSONS Mudrick Distressed Opportunity SIF GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 71,841 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 71,841 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,841 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P. (2) Based on 22,396,765 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 61,059 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,782 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity SIF Master Fund, L.P. 13 (1) NAME OF REPORTING PERSONS Mudrick Stressed Credit Master Fund, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 223,480 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 223,480 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,480 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 189,940 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 33,540 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Stressed Credit Master Fund, L.P. (2) Based on 22,548,404 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 189,940 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 33,540 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Stressed Credit Master Fund, L.P. 14 (1) NAME OF REPORTING PERSONS Mudrick Stressed Credit Fund GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 223,480 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 223,480 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,480 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Stressed Credit Master Fund, L.P. (2) Based on 22,548,404 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 189,940 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 33,540 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Stressed Credit Master Fund, L.P. 15 (1) NAME OF REPORTING PERSONS Mudrick Opportunity Co-Investment Fund, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 66,631 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 66,631 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,631 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2) (14) TYPE OF REPORTING PERSON PN (1) Includes (i) 56,631 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 10,000 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Opportunity Co-Investment Fund, LP. (2) Based on 22,391,555 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 56,631 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,000 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Opportunity Co-Investment Fund, LP. 16 (1) NAME OF REPORTING PERSONS Mudrick Opportunity Co-Investment Fund GP, LLC (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
(d) OR 2(e) ¨
ITEM 2(d) OR 2(e) ¨ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of Shares Beneficially Owned by Each Reporting Person With (7) SOLE VOTING POWER 0 (8) SHARED VOTING POWER 66,631 (1) (9) SOLE DISPOSITIVE POWER 0 (10) SHARED DISPOSITIVE POWER 66,631 (1) (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,631 (1) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2) (14) TYPE OF REPORTING PERSON OO (1) Includes securities directly held by Mudrick Opportunity Co-Investment Fund, LP. (2) Based on 22,391,555 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 56,631 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,000 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Opportunity Co-Investment Fund, LP. 17 Explanatory Note: The Reporting Persons are filing this statement on Schedule 13D for the purposes disclosed in Item 4 herein. The Reporting Persons previously reported their beneficial ownership of securities of the Issuer (as defined below) on a Schedule 13G, filed on February 11, 2022, and subsequently amended on December 22, 2022, and February 14, 2024.
Security and Issuer
Item 1. Security and Issuer. This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Vertical Aerospace Ltd., a Cayman Islands limited company (the “Company” or “Issuer”). The address of the principal executive offices of the Issuer are located at 140-142 Kensington Church Street, London, W8 4BN, United Kingdom.
Identity and Background
Item 2. Identity and Background. (a) 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”). 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 di