Vertical Aerospace Ltd. SEC Filings

Mudrick Capital Management and affiliated funds report beneficial ownership of 214,698,010 ordinary shares of Vertical Aerospace Ltd., representing 64.2% of the class on a partially diluted basis. This position includes existing shares, ordinary shares issuable upon conversion of Convertible Senior Secured Notes, and shares issuable from Existing, Tranche A and Tranche B Warrants held across multiple Mudrick funds.

The filing notes that Vertical Aerospace and Mudrick Capital Management, L.P. entered into an Amended and Restated Convertible Note Purchase Agreement under which the company issued an additional $35,000,000 aggregate nominal principal amount of Convertible Senior Secured Notes to Mudrick-managed vehicles. The related indenture was supplemented to change the conversion price of all such notes from $3.50 to $1.30 per ordinary share.

A separate Shareholder Agreement grants Mudrick Capital Management specified nomination, removal and consent rights, including expansion of the board from eight to nine directors and a formula-based right to nominate directors proportional to its beneficial ownership, subject to at least one Specified or Appointed Director remaining on the board.

Vertical Aerospace Ltd. reported that Chief Executive Officer Stuart Simpson received a grant of 666,667 Nil Cost Options on 2026-08-11. These options, each over one share of common stock at a $0.00 exercise price, begin vesting on 09/30/2026 and continue to vest quarterly, subject to continued service. Following this award, Simpson holds 3,372,819 derivative securities linked to common stock, and the options are scheduled to expire on 2036-01-21.

Saba Capital Management, L.P., Saba Capital Management GP, LLC and Boaz R. Weinstein report beneficial ownership of 14,682,710 Vertical Aerospace Ltd. securities on a Schedule 13G/A (Amendment No. 7). This position equals 10.3% of the relevant class. The reported holdings comprise 10,516,710 Ordinary Shares and 4,166,000 Ordinary Shares underlying Tranche A and Tranche B Public Warrants (2,083,000 each). The percentage is based on 138,390,307 Ordinary Shares outstanding as of July 31, 2026, plus the Ordinary Shares underlying the two warrant tranches. Voting and dispositive powers over the reported securities are described as shared among the reporting persons, and the securities are held in funds and accounts advised by Saba Capital.

Vertical Aerospace Ltd. reports first-half 2026 results and a major business update as it advances its Valo eVTOL platform toward certification and commercialization. The company remains pre-revenue and recorded an operating loss of £75.8 million for the six months ended June 30, 2026, driven by a sharp increase in research and development spending.

Net finance income of £96.2 million, mainly from fair value gains on convertible notes, produced a net profit of £18.7 million, though this is primarily non-cash. Cash and cash equivalents were £50 million at June 30, 2026 and approximately £99 million as of the filing date, supported by multiple capital-raising actions, including an August 2026 $35 million unit offering, $24 million of Series A convertible preferred shares, and an accelerated $35 million draw under its Mudrick note facility.

Vertical reports significant technical progress: two full-scale prototypes have achieved piloted transition flight, and the company completed the first public eVTOL transition flight at Farnborough International Airshow. The certification baseline has been re-planned, and type certification for Valo is now expected in 2029, later than the previously indicated 2028 target. Management projects about £110 million of net operating cash outflows over the next 12 months and states that current resources are expected to fund operations only to the end of the third quarter of 2027, creating a material going concern uncertainty if additional capital cannot be secured.

Vertical Aerospace Ltd. arranged additional financing with Mudrick Capital and aligned key financing documents with Yorkville. On August 12, 2026 the company executed a Fourth Supplemental Indenture that, among other changes, sets a fixed conversion price of US$1.30 per ordinary share for its outstanding and future convertible notes.

On the same date Vertical entered into an Amended and Restated Convertible Note Purchase Agreement giving Mudrick a committed facility to purchase up to US$35,000,000 in additional 10.00%/12.00% Convertible Senior Secured PIK Toggle Notes due 2030, with a draw (the Mudrick Facility Draw) expected around August 13, 2026. Net proceeds are intended for aircraft research and development, and expansion of testing, manufacturing and certification capabilities, as well as general working capital. The company also obtained a contractual right to repurchase specified notes from Mudrick at 112% of principal plus accrued cash interest within one year, and granted Mudrick and Yorkville registration rights for the ordinary shares issuable on note and preferred share conversion.

Vertical Aerospace Ltd. is raising equity through a registered direct offering of 33,333,334 Units at $1.05 per Unit, for a gross offering size of $35,000,001. Each Unit includes one ordinary share and one four-year Tranche C Warrant exercisable at $2.00 per share, immediately upon issuance.

The company expects net cash proceeds of about $32.55 million before expenses, and could receive up to an additional $66.67 million if all Tranche C Warrants are exercised for cash. Ordinary shares outstanding would rise to 171,723,641, excluding warrant and option exercises and other convertible instruments, and the filing details substantial additional potential dilution from notes, preferred shares, warrants and equity facilities.

Proceeds are intended mainly for aircraft research and development, and expansion of testing and certification capacity, with remaining funds for working capital and general corporate purposes. The company highlights recurring losses, heavy funding needs and states that limited cash and dependence on new capital raise a material uncertainty that may cast significant doubt on its ability to continue as a going concern.

Vertical Aerospace Ltd. is conducting a primary financing under its shelf registration, offering YA II PN, Ltd. up to 25,000 Series A convertible preferred shares in a second tranche at $960 per $1,000 stated value, plus up to 7,559 additional Series A shares payable as in-kind dividends. These preferred shares are convertible into ordinary shares at the lower of a fixed price (for this tranche $1.26) and a variable price equal to 96% of the lowest five-day VWAP, but not below a $0.598 floor. The filing registers up to 54,446,488 ordinary shares issuable upon conversion. As of June 30, 2026, Vertical had 138,390,307 ordinary shares outstanding and cash and cash equivalents of about £50 million (approximately $66 million). Net proceeds of roughly $23.75 million are intended for aircraft R&D, expansion of testing and certification capacity, and general corporate purposes. The company highlights significant dilution from conversion and discloses recurring losses, limited cash and a material uncertainty that may cast significant doubt on its ability to continue as a going concern.

Vertical Aerospace Ltd. announced financing commitments of approximately $100 million from existing and new investors. The additional capital is intended to strengthen the balance sheet and support continued progress toward certification and commercialisation of the company’s Valo electric aircraft platform and related programme priorities.

The proposed financing includes a component from Mudrick Capital under a non-binding agreement in principle, which remains subject to negotiation and execution of definitive agreements and may not be consummated. Further detail on the equity and preferred equity offerings is provided in related disclosures filed the same day.

The capital raise follows notable operational milestones, including Vertical becoming only the second company globally to complete a piloted transition flight in a full-scale tiltrotor eVTOL and five public demonstration flights at the Farnborough International Airshow, viewed by more than 140,000 visitors. Vertical reports around 1,500 pre-orders for Valo and plans to update cash and liquidity guidance with its half-year results on August 13, 2026.

Vertical Aerospace Ltd. completed financing transactions involving both common equity and convertible preferred shares. The company priced an underwritten registered direct offering of units totaling approximately $35 million, with each unit consisting of one ordinary share and one Tranche C warrant, at $1.05 per unit. Estimated net proceeds are $32.55 million, to be used for research and development, expansion of testing, manufacturing and certification capacities, and general working capital.

Separately, under a previously disclosed securities purchase agreement with YA II PN, Ltd. (Yorkville) allowing up to $250,000,000 of convertible preferred over 24 months in tranches of up to $25 million, the company issued 25,000 Series A Convertible Preferred Shares at $960.00 per share for aggregate proceeds of $24 million. These preferred shares have a $1,000 liquidation value and a fixed conversion price component of $1.26 per ordinary share, with proceeds intended for the same development and corporate purposes.