SEC Form SC 13G/A filed by Vertical Aerospace Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Vertical Aerospace Ltd.
(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)

G9471C107

(CUSIP Number)

December 31, 2023
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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) 21,676,971 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) 4,000,000 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. and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2) Based on 246,887,992 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 21,676,971 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 4,000,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reporting Persons.

(1)  Includes (i) 21,676,971 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) 4,000,000 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. and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2) Based on 246,887,992 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 21,676,971 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 4,000,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reporting Persons.

(1)  Includes (i) 21,676,971 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) 4,000,000 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. and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2) Based on 246,887,992 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 21,676,971 Ordinary Shares issuable upon the conversion of Convertible Senior Secured Notes held by the Reporting Persons, and (iii) 4,000,000 Ordinary Shares issuable upon conversion of exercisable warrants held by the Reporting Persons.

(1)  Includes (i) 5,101,566 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 941,380 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(2) Based on 227,253,967 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 5,101,566 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (iii) 941,380 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 227,253,967 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 5,101,566 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (iii) 941,380 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(1)  Includes (i) 2,939,722 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 542,460 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 224,693,203 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 2,939,722 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 542,460 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) 306,837 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 56,620 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 221,574,478 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 306,837 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 56,620 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 225,056,660 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 3,246,559 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 599,080 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) 768,990 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 141,900 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 222,121,911 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 768,990 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 141,900 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 222,121,911 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 768,990 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 141,900 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(1)  Includes (i) 584,302 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 107,820 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 221,903,143 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 584,302 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 107,820 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 221,903,143 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 584,302 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 107,820 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(1)  Includes (i) 1,817,614 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 335,400 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Stressed Credit Master Fund, L.P.

(2) Based on 223,364,035 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 1,817,614 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 335,400 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 223,364,035 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 1,817,614 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 335,400 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Stressed Credit Master Fund, L.P.

(1)  Includes (i) 541,924 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes and (ii) 100,000 Ordinary Shares issuable upon the exercise of warrants, in each case, directly held by Mudrick Opportunity Co-Investment Fund, LP.

(2) Based on 221,852,945 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 541,924 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 100,000 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 221,852,945 Ordinary Shares outstanding, which includes (i) 221,211,021 Ordinary Shares outstanding as of September 30, 2023, based on information provided on behalf of the Issuer, (ii) 541,924 Ordinary Shares issuable upon conversion of Convertible Senior Secured Notes, and (iii) 100,000 Ordinary Shares issuable upon conversion of exercisable warrants held by Mudrick Opportunity Co-Investment Fund, LP.

Vertical Aerospace Ltd. (“Issuer”)

140-142 Kensington Church Street, London, W8 4BN, United Kingdom

This Amendment no. 2 to Schedule 13G is 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 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. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, DISL, SIF, MSC, Co-Invest 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 and Co-Invest 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 and certain accounts managed by MCM.

The filing of this Schedule 13G shall not be construed as 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 of such entity or individual’s pecuniary interest therein, if any.

The principal business office of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022.

See responses to Item 4 of the Cover Page for each Reporting Person, which is incorporated herein by reference.

Class A ordinary shares, par value $0.0001 per share, of the Issuer (“Class A Ordinary Shares”).

G9471C107

See Cover Page Item 9 for each Reporting Person, incorporated herein by reference. The filing of this Schedule 13G shall not be construed as 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 Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly held by such Reporting Person except to the extent of his or its pecuniary interest therein, if any.

See Cover Page Item 11 and related footnote for each Reporting Person, incorporated herein by reference.

(i) Sole power to vote or direct the vote:

See Cover Page Item 5 for each Reporting Person, incorporated herein by reference.

(ii) Shared power to vote or direct the vote:

See Cover Page Item 6 for each Reporting Person, incorporated herein by reference.

(iii) Sole power to dispose or direct the disposition of:

See Cover Page Item 7 for each Reporting Person, incorporated herein by reference.

(iv) Shared power to dispose or direct the disposition of:

See Cover Page Item 8 for each Reporting Person, incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

See Exhibit 1 to this Schedule 13G.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: February 14, 2024

EXHIBIT INDEX