|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Vertical Aerospace Ltd. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G9471C107 (CUSIP Number) |
Jason Mudrick Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor New York, NY, 10022 646-747-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/24/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
93,274,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 51,509,585 ordinary shares, par value $0.0001 per share ("Ordinary Shares"), of Vertical Aerospace Ltd. (the "Issuer"), (ii) 37,198,524 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 400,000 Ordinary Shares issuable upon the exercise of Existing Warrants, 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants (as each is defined herein), 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. (collectively, the "Mudrick Funds"), in the aggregate.
Row 13 is based on 126,317,245 Ordinary Shares outstanding, which includes (i) 84,552,721 Ordinary Shares outstanding after giving effect to the shares issued in the Issuer's public offering of Units as reported in this Amendment No. 4 (the "Outstanding Ordinary Shares"), (ii) 37,198,524 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by the Mudrick Funds, (iii) 400,000 Ordinary Shares issuable upon exercise of Existing Warrants held by the Mudrick Funds, (iv) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
93,274,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 51,509,585 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 37,198,524 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 400,000 Ordinary Shares issuable upon the exercise of Warrants, 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by the Mudrick Funds in the aggregate.
Row 13 is based on 126,317,245 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 37,198,524 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by the Mudrick Funds, (iii) 400,000 Ordinary Shares issuable upon exercise of Existing Warrants held by the Mudrick Funds, (iv) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Jason Mudrick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
93,274,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
73.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 51,509,585 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 37,198,524 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 400,000 Ordinary Shares issuable upon the exercise of Existing Warrants, 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by the Mudrick Funds in the aggregate.
Row 13 is based on 126,317,245 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 37,198,524 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by the Mudrick Funds, (iii) 400,000 Ordinary Shares issuable upon exercise of Existing Warrants held by the Mudrick Funds, (iv) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 2,083,000 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Fund Global, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,614,992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 11,954,222 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 8,754,488 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 94,138 Ordinary Shares issuable upon the exercise of Existing Warrants, 406,072 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 406,072 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P.
Row 13 is based on 94,213,491 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 8,754,488 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P., (iii) 94,138 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity Fund Global, L.P., (iv) 406,072 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 406,072 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,614,992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 11,954,222 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 8,754,488 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 94,138 Ordinary Shares issuable upon the exercise of Existing Warrants, 406,072 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 406,072 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P.
Row 13 is based on 94,213,491 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 8,754,488 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P., (iii) 94,138 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity Fund Global, L.P., (iv) 406,072 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 406,072 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Drawdown Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,455,405.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 6,888,491 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 5,044,678 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 54,246 Ordinary Shares issuable upon the exercise of Existing Warrants, 233,995 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 233,995 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P.
Row 13 is based on 90,119,635 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 5,044,678 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P., (iii) 54,246 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity Drawdown Fund II, L.P, (iv) 233,995 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 233,995 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,300,051.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 718,996 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 526,545 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 5,662 Ordinary Shares issuable upon the exercise of Existing Warrants, 24,424 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 24,424 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
Row 13 is based on 85,133,776 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 526,545 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., (iii) 5,662 Ordinary Shares issuable upon exercise of Existing Warrants held Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., (iv) 24,424 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 24,424 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,755,456.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.17 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 7,607,487 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 5,571,223 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 59,908 Ordinary Shares issuable upon the exercise of Existing Warrants, 258,419 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 258,419 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
Row 13 is based on 90,700,690 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 5,571,223 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., (iii) 59,908 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., (iv) 258,419 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 258,419 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,258,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,801,934 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 1,319,618 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 14,190 Ordinary Shares issuable upon the exercise of Existing Warrants, 61,210 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 61,210 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.
Row 13 is based on 86,008,949 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 1,319,618 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., (iii) 14,190 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., (iv) 61,210 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 61,210 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,258,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,801,934 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 1,319,618 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 14,190 Ordinary Shares issuable upon the exercise of Existing Warrants, 61,210 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 61,210 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.
Row 13 is based on 86,008,949 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 1,319,618 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., (iii) 14,190 Ordinary Shares issuable upon exercise of Existing Warrants held by the Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., (iv) 61,210 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 61,210 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity SIF Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,475,650.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,369,164 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 1,002,686 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,782 Ordinary Shares issuable upon the exercise of Existing Warrants, 46,509 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 46,509 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.
Row 13 is based on 85,659,207 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 1,002,686 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P., (iii) 10,782 Ordinary Shares issuable upon exercising of Existing Warrants held by Mudrick Distressed Opportunity SIF Master Fund, L.P., (iv) 46,509 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 46,509 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity SIF GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,475,650.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,369,164 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 1,002,686 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,782 Ordinary Shares issuable upon the exercise of Existing Warrants, 46,509 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 46,509 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.
Row 13 is based on 85,659,207 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 1,002,686 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P., (iii) 10,782 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Distressed Opportunity SIF Master Fund, L.P., (iv) 46,509 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 46,509 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Stressed Credit Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,459,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,347,297 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 986,671 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 33,540 Ordinary Shares issuable upon the exercise of Existing Warrants, 45,767 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 45,767 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Stressed Credit Master Fund, L.P.
Row 13 is based on 85,664,466 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 986,671 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Stressed Credit Master Fund, L.P. or on behalf of MSC Fund A, (iii) 33,540 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Stressed Credit Master Fund, L.P., (iv) 45,767 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 45,767 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Stressed Credit Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,459,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,347,297 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 986,671 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 33,540 Ordinary Shares issuable upon the exercise of Existing Warrants, 45,767 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 45,767 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Stressed Credit Master Fund, L.P.
Row 13 is based on 85,664,466 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 986,671 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Stressed Credit Master Fund, L.P. or on behalf of MSC Fund A, (iii) 33,540 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Stressed Credit Master Fund, L.P., (iv) 45,767 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (v) 45,767 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Opportunity Co-Investment Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,123,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,183,589 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 929,963 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,000 Ordinary Shares issuable upon the exercise of Existing Warrants, in each case, directly held by Mudrick Opportunity Co-Investment Fund, L.P.
Row 13 is based on 85,492,684 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 929,963 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Opportunity Co-Investment Fund, L.P., and (iii) 10,000 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Opportunity Co-Investment Fund, L.P.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Opportunity Co-Investment Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,123,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 1,183,589 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 929,963 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 10,000 Ordinary Shares issuable upon the exercise of Existing Warrants, in each case, directly held by Mudrick Opportunity Co-Investment Fund, L.P.
Row 13 is based on 85,492,684 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 929,963 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes directly held by Mudrick Opportunity Co-Investment Fund, L.P., and (iii) 10,000 Ordinary Shares issuable upon exercise of Existing Warrants held by Mudrick Opportunity Co-Investment Fund, L.P.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Drawdown Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
494,804.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 247,402 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 123,701 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 123,701 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund III, L.P.
Row 13 is based on 84,800,123 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 123,701 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (iii) 123,701 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
494,804.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 247,402 Ordinary Shares of the Issuer following the Partial Conversion, (ii) 123,701 Ordinary Shares issuable upon the exercise of Tranche A Warrants and 123,701 Ordinary Shares issuable upon the exercise of Tranche B Warrants, in each case, directly held by Mudrick Distressed Opportunity Drawdown Fund III, L.P.
Row 13 is based on 84,800,123 Ordinary Shares outstanding, which includes (i) the Outstanding Ordinary Shares, (ii) 123,701 Ordinary Shares issuable upon the exercise of Tranche A Warrants and (iii) 123,701 Ordinary Shares issuable upon the exercise of Tranche B Warrants, as each is defined herein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Vertical Aerospace Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 1 Camwal Court, Chapel Street, Bristol,
UNITED KINGDOM
, BS2 0UW. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D (as amended from time to time, the "Schedule 13D") originally filed by the Reporting Persons October 23, 2024, and 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. 4 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. 4 shall have the meaning assigned to such term in the Schedule 13D. | ||
| 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"), Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III") and Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III 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 directly held by MSC. Co-Invest GP is the general partner of Co-Invest and may be deemed to beneficially own the securities of the Issuer directly held by Co-Invest. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, DISL, SIF, MSC, Co-Invest, Drawdown III and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, MCM GP, DISL GP, SIF GP, MSC GP, Co-Invest GP and Drawdown III GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, DISL, SIF, MSC, Co-Invest, Drawdown III and certain accounts managed by MCM.
The filing of this Schedule 13D is not an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities directly held by any other Reporting Person except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. Pursuant to Rule 13d-1(k)(1) under the Exchange Act, a joint filing agreement among the Reporting Persons is attached as Exhibit 17 to this Amendment No. 4 and incorporated herein by reference. | |
| (b) | The principal business office of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022. | |
| (c) | The principal business of the Reporting Persons is investing in securities. The principal business of MCM is acting as the investment manager to the Reporting Persons. The principal business of MCM GP is acting as the general partner of MCM. The principal business of Mudrick GP is acting as the general partner of Global LP. The principal business of Drawdown II GP is acting as the general partner of Drawdown II and Drawdown II SC. The principal business of DISL GP is acting as the general partner of DISL. The principal business of SIF GP is acting as the general partner of SIF. The principal business of MSC GP is acting as the general partner of MSC. The principal business of Co-Invest GP is acting as the general partner of Co-Invest. The principal business of Drawdown III GP is acting as the general partner of Drawdown III. The principal occupation of Mr. Mudrick is serving as the sole member of each of MCM GP, Mudrick GP, Drawdown II GP, DISL GP, SIF GP, MSC GP, Co-Invest GP and Drawdown III GP. | |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The responses set forth in row 6 of the cover pages of this Schedule 13D are incorporated by reference in this Item 2(f). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Item 3 of the Schedule 13D is amended and supplemented as follows:
The information included in Item 4 of this Amendment No. 4 is incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
This Item 4 of the Schedule 13D is amended and supplemented as follows:
As disclosed in Amendment No. 3, Mudrick Capital Management, on behalf of certain funds or accounts managed, sponsored or advised by it ("MCM"), entered into an Investment Agreement, dated as of December 20, 2024 (the "Investment Agreement'), by and among MCM, the Company, VAGL and Stephen Fitzpatrick (together with his affiliated entities, "SF"), pursuant to which MCM committed to fund up to $50 million to the Company in its next funding round (the "Equity Placement"). In accordance with the Investment Agreement, on January 24, 2025, certain funds affiliated with MCM acquired from the Issuer in a public offering a number of units, each consisting of one Ordinary Share, 1/2 of a Tranche A warrant to purchase one Ordinary Share ("Tranche A Warrant") and 1/2 of a Tranche B warrant ("Tranche B Warrant") to purchase one Ordinary Share, equal to approximately $25 million in the aggregate (paid from each fund's respective working capital), as set forth below:
Number of Shares Tranche A Warrants Tranche B Warrants
Mudrick Distressed
Opportunity Fund
Global, L.P. 812,144 406,072 406,072
Mudrick Distressed
Opportunity Drawdown
Fund II, L.P. 467,990 233,995 233,995
Mudrick Distressed
Opportunity Drawdown
Fund II SC, L.P. 48,848 24,424 24,424
Mudrick Stressed
Credit Master
Fund, L.P. 91,534 45,767 45,767
Mudrick Distressed
Opportunity 2020
Dislocation Fund, L.P. 122,420 61,210 61,210
Mudrick Distressed
Opportunity SIF
Master Fund, L.P. 93,018 46,509 46,509
Mudrick Opportunity
Co-Investment
Fund, LP - - -
Mudrick Distressed
Opportunity Drawdown
Fund III, L.P. 247,402 123,701 123,701
Certain Other
Entities (in the aggregate) 2,282,644 1,141,322 1,141,322
The Reporting Persons acquired Ordinary Shares and instruments convertible into or exercisable for Ordinary Shares, including the Convertible Senior Secured Notes, Existing Warrants, Tranche A Warrants and Tranche B Warrants, as each is defined herein (collectively, "Issuer Securities") for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and consider such other factors relevant to the Reporting Persons, which could include the price and availability of Issuer Securities, the Issuer's business and the Issuer's prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. Without limiting the generality of the preceding sentence, each of the Reporting Persons (in each case, subject to any applicable restrictions under law) may at any time or from time to time (i) sell, transfer, distribute or otherwise dispose of all or a portion of its Issuer Securities in public or private transactions, including in registered offerings, (ii) purchase, receive in a distribution or other transfer, or otherwise acquire Issuer Securities in public or private transactions, (iii) convert or redeem all or a portion of the Convertible Senior Secured Notes for Ordinary Shares; (iv) exercise all or a portion of the Existing Warrants, Tranche A Warrants and/or Tranche B Warrants, in each case, for shares of Ordinary Shares, (v) enter into derivatives or hedging transactions relating to Issuer Securities, and/or (vi) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Act, on such terms and at such time as the Reporting Persons may deem advisable. 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 Issuer, including with respect to MCM's consent rights with respect to the Issuer's governance documents and the Board's composition as disclosed in Amendment No. 3, and engage with advisors, the Issuer or other persons regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. 4 are incorporated by reference into this Item 5. Such responses are provided as of January 24, 2025. | |
| (b) | 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. 4 are incorporated by reference into this Item 5. Such responses are provided as of January 24, 2025.
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. | |
| (c) | This Item 5(c) of the Schedule 13D is amended and supplemented as follows:
Except as set forth herein, the Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days. | |
| (d) | 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. | |
| (e) | N/A | |
| 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:
Registration Rights Agreement
As previously disclosed in Amendment No. 3, MCM entered into a Registration Rights Agreement dated as of December 23, 2024 (the "MCM Registration Rights Agreement"). On January 22, 2025, MCM entered into Amendment No. 1 to the MCM Registration Rights Agreement in order to extend the Filing Deadline (as defined therein) for the company to file a registration statement pursuant to the agreement. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 17: Joint Filing Agreement, dated as of January 28, 2025.
Exhibit 18: Amendment No. 1 to the MCM Registration Rights Agreement, dated as of January 22, 2025. | ||
| 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.
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