SCHEDULE: Mudrick Capital Boosts Stake in Vertical Aerospace to Nearly 70% Following $60 Million Public Offering

Mudrick Capital Management and its affiliated funds have significantly increased their beneficial ownership in Vertical Aerospace Ltd. to 69.7% following participation in the company's recent $60 million public offering.

Summary

• Mudrick Capital Management, L.P. and its affiliated funds (the "Mudrick Funds") collectively beneficially own 98,006,021 Ordinary Shares of Vertical Aerospace Ltd.
• This represents 69.7% of the Class A ordinary shares outstanding.
• The ownership includes 54,009,585 directly held Ordinary Shares, 39,430,436 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, 400,000 Ordinary Shares from Existing Warrants, 2,083,000 Ordinary Shares from Tranche A Warrants, and 2,083,000 Ordinary Shares from Tranche B Warrants.
• The calculation of percentage ownership is based on 140,674,157 Ordinary Shares outstanding, which includes 96,677,721 shares outstanding after a recent public offering and the shares issuable from convertible notes and warrants.
• The Mudrick Funds purchased an aggregate of 2,500,000 Ordinary Shares in Vertical Aerospace's public offering on July 10, 2025.
• The public offering involved the sale of approximately $60,000,000 in Ordinary Shares at a price of $5.00 per share.

Sentiment

Score: 7

Explanation: The document indicates a significant increase in beneficial ownership by a major investment group, including participation in a recent public offering, which suggests continued confidence and a strategic long-term investment in the company. The high percentage of ownership (69.7%) could be seen as a positive for stability and alignment of interests, though it also concentrates control.

Positives

• Mudrick Capital Management and its affiliated funds have increased their beneficial ownership in Vertical Aerospace Ltd. to a significant 69.7%, indicating strong conviction in the company.
• The participation of Mudrick Funds in the $60 million public offering demonstrates continued investment and support for Vertical Aerospace.

Future Outlook

The Reporting Persons review their investment in the Issuer on a continuing basis and may at any time or from time to time sell, transfer, distribute, or otherwise dispose of all or a portion of their Issuer Securities. They may also purchase, receive, or acquire additional Issuer Securities, convert or redeem Convertible Senior Secured Notes, exercise warrants, enter into derivatives or hedging transactions, and/or enter into Rule 10b5-1(c)(1)(i) agreements. The Reporting Persons may also review, reconsider, and change their position and/or purpose, including with respect to influencing management or the Board regarding the Issuer's business and affairs, and their existing consent rights concerning governance documents and Board composition.

Industry Context

This filing primarily concerns a change in beneficial ownership by a significant investor group and does not provide broader industry context or trends. Vertical Aerospace operates in the advanced air mobility (AAM) or eVTOL sector.

Corporate Governance

Stakeholder Impact

• Shareholders: The increased concentration of ownership by Mudrick Capital Management could lead to more stable governance but also potentially reduced liquidity for other shareholders if a large block is held. The participation in the public offering indicates a capital infusion for the company.

Next Steps

• Reporting Persons may sell, transfer, distribute, or dispose of all or a portion of their Issuer Securities in public or private transactions.
• Reporting Persons may purchase, receive in a distribution or other transfer, or otherwise acquire Issuer Securities.
• Reporting Persons may convert or redeem all or a portion of the Convertible Senior Secured Notes for Ordinary Shares.
• Reporting Persons may exercise all or a portion of the Existing Warrants, Tranche A Warrants, and/or Tranche B Warrants for Ordinary Shares.
• Reporting Persons may enter into derivatives or hedging transactions relating to Issuer Securities.
• Reporting Persons may enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Act.
• Reporting Persons may review, reconsider, and change their position and/or purpose, including with respect to influence on management or the Board regarding the business and affairs of the Issuer.

Key Dates

Keywords

Vertical Aerospace Ltd., Mudrick Capital Management, Schedule 13D, Beneficial Ownership, Public Offering, Convertible Senior Secured Notes, Warrants, Share Acquisition, Investment Management, Aviation, eVTOL