Amendment: SEC Form SC 13D/A filed by Vertical Aerospace Ltd.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)  

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 25, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(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 Reporting Persons.

(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. 

(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. 

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

This Amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D (as amended from time to time, the “Schedule 13D”) originally filed by the Reporting Persons October 23, 2024, relates to the ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Vertical Aerospace Ltd. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

This Item 4 of the Schedule 13D is amended and supplemented as follows:

As reported by the Issuer in its Report on Form 6-K filed on November 25, 2025, Mudrick Capital Management L.P, on behalf of certain funds or accounts managed, sponsored or advised by it (the “Convertible Notes Investor”), entered into a non-binding term sheet, dated as of November 24, 2024, with the Company, Vertical Aerospace Group Limited, a wholly-owned subsidiary of the Company, and Stephen Fitzpatrick and his affiliated entities, attached to this Amendment No. 2 as Exhibit 9 (the “November 24th Term Sheet”), reflecting an agreement in principle to provide additional funding to the Company. Pursuant to the November 24th Term Sheet, among other things, the Convertible Notes Investor will (i) convert approximately $130 million of the principal amount of the outstanding convertible notes at an amended conversion price of $2.75 per share, (ii) purchase an additional $25 million in Ordinary Shares and up to an additional $25 million as a backstop for third party investments in the Company, and (iii) have the right to nominate directors to the Issuer’s board of directors and committees thereof in proportion to its equity ownership in the Company, for so long as it owns at least 10% of the Issuer’s outstanding Ordinary Shares. The November 24th Term Sheet remains subject to the implementation and execution of final transaction agreements, as well as shareholder approval of amendments to the Issuer’s articles of association. Accordingly, there can be no assurance that the financing transactions set forth in the November 24th Proposal will be consummated on the terms set forth therein or otherwise. Subject to the agreements described in the Schedule 13D, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans, including with respect to influence on management or the Board regarding the business and affairs of the Company and its subsidiaries, and engage with advisors, the Company or other persons regarding such matters.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 of the Schedule 13D is amended and supplemented as follows:

The information contained in Item 4 of this Amendment No. 2, including the description and full text of the November 24th Term Sheet, attached hereto as Exhibit 9, is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 25, 2024