Mudrick Capital’s 58.4% Vertical Aerospace (EVTL) stake and $50M note deal

Rhea-AI Filing Summary

Mudrick Capital and affiliates filed Amendment No. 7 to their Schedule 13D on Vertical Aerospace Ltd., updating disclosures around their large ownership and financing arrangements. The group reports beneficial ownership of 101,021,846 Class A ordinary shares, representing 58.4% of the class, all with shared voting and dispositive power.

The amendment highlights a Convertible Note Purchase Agreement dated April 1, 2026, under which Vertical Aerospace may require Mudrick Capital Management, L.P. to purchase up to $50,000,000 in additional Convertible Senior Secured Notes over one year. These Additional Notes are convertible into ordinary shares at a fixed price of $3.50 per share, subject to customary conditions including the company maintaining $50 million in liquidity and being solvent for four months after each issuance. The company may repurchase issued Additional Notes in privately negotiated deals, and if it exercises that repurchase right, Mudrick has agreed not to convert those specific notes.

Insights

Capital structure and governance analyst

Mudrick discloses control-level stake and a sizable conditional note facility.

Mudrick Capital and related funds report beneficial ownership of 101,021,846 Vertical Aerospace ordinary shares, or 58.4% of the class. That level of ownership reflects effective control, with voting and dispositive power shared across the Mudrick entities and Jason Mudrick.

The disclosed $50,000,000 Convertible Note Purchase Agreement gives Vertical Aerospace the right, but not the obligation, to draw additional secured convertible notes over one year from April 1, 2026. The fixed $3.50 conversion price and secured status shape potential future dilution and creditor priority if the company elects to issue notes.

Each draw requires the company to meet conditions, including at least $50 million in liquidity and four months of forward solvency, which may limit usage during weaker periods. The ability to repurchase Additional Notes, coupled with Mudrick’s agreement not to convert repurchased notes, provides a mechanism to manage dilution and leverage, though actual impact depends on how much of the facility is used.

Key Figures

Beneficial ownership: 101,021,846 shares Ownership percentage: 58.4% Note facility size: $50,000,000 +5 more

8 metrics

Beneficial ownership 101,021,846 shares Class A ordinary shares beneficially owned; 58.4% of class

Ownership percentage 58.4% Percent of Class A ordinary shares represented by Mudrick group holdings

Note facility size $50,000,000 Maximum aggregate original principal of Additional Convertible Senior Secured Notes

Conversion price $3.50 per share Fixed conversion price for Additional Notes into ordinary shares

Liquidity condition $50 million Minimum liquidity required at each Additional Note issuance

Fund Global position 23,356,030 shares (17.0%) Mudrick Distressed Opportunity Fund Global, L.P. beneficial ownership

Drawdown Fund II position 13,458,661 shares (10.1%) Mudrick Distressed Opportunity Drawdown Fund II, L.P. beneficial ownership

Amendment number Amendment No. 7 Amendment to Schedule 13D on Vertical Aerospace

Key Terms

Convertible Note Purchase Agreement, Convertible Senior Secured Notes, Additional Notes, beneficially owned, +2 more

6 terms

Convertible Note Purchase Agreement financial

"on April 1, 2026, Mudrick Capital Management, L.P. ("MCM") and the Company entered into a Convertible Note Purchase Agreement"

A convertible note purchase agreement is a contract where an investor lends money to a company through a short-term loan that can later convert into shares instead of being repaid in cash. Think of it as giving a company a loan with an agreed option to swap that loan for ownership at a future financing; it matters to investors because the conversion terms determine potential ownership, risk, timing, and how much existing shareholders may be diluted.

Convertible Senior Secured Notes financial

"purchase up to $50,000,000 in aggregate original principal amount of additional Convertible Senior Secured Notes"

A convertible senior secured note is a loan that a company issues which is backed by specific assets and gets paid before other debts if the company fails, while also giving lenders the option to convert the loan into the company’s shares. For investors this matters because the security and senior status reduce credit risk like a mortgage on a house, but the conversion feature can dilute existing shareholders and tie returns to the stock’s future performance.

Additional Notes financial

"Such Additional notes will be issued as set forth by the Company in a notice to MCM"

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 101,021,846.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"8 | Shared Voting Power 101,021,846.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

liquidity financial

"including the Company having $50 million in liquidity and being solvent"

Liquidity is how easily and quickly an asset or investment can be converted into cash without losing value. It matters to investors because higher liquidity means they can access their money quickly if needed, while lower liquidity can make it harder to sell assets promptly or at a fair price, potentially creating financial challenges. Think of it like trying to sell a common item versus a rare collectible—it's much easier to sell the common item fast.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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., 31 West 52nd St., 16th Floor
New York, NY, 10019
646-747-9500

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

04/20/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 101,021,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 101,021,846.00

11

Aggregate amount beneficially owned by each reporting person

101,021,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 101,021,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 101,021,846.00

11

Aggregate amount beneficially owned by each reporting person

101,021,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 101,021,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 101,021,846.00

11

Aggregate amount beneficially owned by each reporting person

101,021,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 23,356,030.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,356,030.00

11

Aggregate amount beneficially owned by each reporting person

23,356,030.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 23,356,031.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,356,031.00

11

Aggregate amount beneficially owned by each reporting person

23,356,031.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,458,661.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,458,661.00

11

Aggregate amount beneficially owned by each reporting person

13,458,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,404,767.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,404,767.00

11

Aggregate amount beneficially owned by each reporting person

1,404,767.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,863,428.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,863,428.00

11

Aggregate amount beneficially owned by each reporting person

14,863,428.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,520,599.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,520,599.00

11

Aggregate amount beneficially owned by each reporting person

3,520,599.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,520,599.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,520,599.00

11

Aggregate amount beneficially owned by each reporting person

3,520,599.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,731,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,731,491.00

11

Aggregate amount beneficially owned by each reporting person

2,731,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,731,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,731,491.00

11

Aggregate amount beneficially owned by each reporting person

2,731,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,710,801.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,710,801.00

11

Aggregate amount beneficially owned by each reporting person

2,710,801.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,710,801.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,710,801.00

11

Aggregate amount beneficially owned by each reporting person

2,710,801.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,238,495.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,238,495.00

11

Aggregate amount beneficially owned by each reporting person

2,238,495.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,238,495.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,238,495.00

11

Aggregate amount beneficially owned by each reporting person

2,238,495.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 512,447.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 512,447.00

11

Aggregate amount beneficially owned by each reporting person

512,447.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 512,447.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 512,447.00

11

Aggregate amount beneficially owned by each reporting person

512,447.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): G9471C107

1

Name of reporting person

Mudrick Co-Investment Opportunity 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 250,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,000.00

11

Aggregate amount beneficially owned by each reporting person

250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

SCHEDULE 13D

CUSIP Number(s): G9471C107

1

Name of reporting person

Mudrick Co-Investment Opportunity 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 250,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,000.00

11

Aggregate amount beneficially owned by each reporting person

250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

No update reported. For more information, see Amendment No. 6.

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. 7 ("Amendment No. 7") 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. 7 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. 7 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: The information disclosed in Item 6 of this Amendment No. 7 is incorporated by reference herein.
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: As previously disclosed by the Company in its Form 6-K filed on April 20, 2026 and consistent with Item 4 of Amendment No. 6, on April 1, 2026, Mudrick Capital Management, L.P. ("MCM") and the Company entered into a Convertible Note Purchase Agreement (the "Convertible Note Purchase Agreement"), pursuant to which the Company has the right, but not the obligation, to cause MCM to purchase up to $50,000,000 in aggregate original principal amount of additional Convertible Senior Secured Notes (the "Additional Notes") to be issued under the Indenture during a period of one year following the date of the Convertible Note Purchase Agreement. Such Additional notes will be issued as set forth by the Company in a notice to MCM at least 30 days in advance of the Draw Date (as defined in the Convertible Note Purchase Agreement). MCM may convert the Additional Notes into the Company's ordinary shares at a fixed conversion price of $3.50 per ordinary share. The Company will provide a notice Each issuance will be subject to the satisfaction (or waiver) of various customary conditions as of the Draw Notice Date and Draw Date, in each case, as specified in the Convertible Note Purchase Agreement, including the Company having $50 million in liquidity and being solvent and able to pay its debts for the following four months after such issuance. Additionally, as previously disclosed by the Issuer, pursuant to the terms of the Convertible Note Purchase Agreement, at any time until the one-year anniversary of the date of the Convertible Note Purchase Agreement, the Company is permitted to repurchase any Additional Notes in a privately negotiated repurchase transaction, at a repurchase price that includes an applicable premium. In addition, pursuant to the terms of the Convertible Note Purchase Agreement, MCM has agreed to not convert any of the Additional Notes into the Company's ordinary shares once the Company has exercised its repurchase right for such Additional Notes as described in the preceding sentence. A copy of the Convertible Note Purchase Agreement is attached as Exhibit 19 to this Amendment No. 7.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 19: Convertible Note Purchase Agreement, incorporated by reference to Exhibit 99.1 on Form 6-K filed April 20, 2026. Exhibit 20: Joint Filing Agreement, incorporated by reference to Exhibit 17 of Amendment No. 5 to this Schedule 13D.

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.

Mudrick Capital Management, L.P.

Signature:	By: Mudrick Capital Management, LLC its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Capital Management, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Jason Mudrick

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Fund Global, L.P.

Signature:	By: Mudrick GP, LLC, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity SIF Master Fund, L.P.

Signature:	By: Mudrick Distressed Opportunity SIF Master Fund LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity SIF GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Stressed Credit Master Fund, L.P.

Signature:	By: Mudrick Stressed Credit Fund GP, LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Stressed Credit Fund GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Opportunity Co-Investment Fund, L.P.

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Opportunity Co-Investment Fund GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Drawdown Fund III, L.P.

Signature:	By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its general partner, /s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Distressed Opportunity Drawdown Fund III GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Co-Investment Opportunity III, L.P.

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

Mudrick Co-Investment Opportunity III GP, LLC

Signature:	/s/ Jason Mudrick
Name/Title:	Jason Mudrick, Sole Member
Date:	05/18/2026

FAQ

How much of Vertical Aerospace (EVTL) does Mudrick Capital beneficially own?

Mudrick Capital and affiliated entities report beneficial ownership of 101,021,846 Class A ordinary shares of Vertical Aerospace, representing 58.4% of the class. This stake is held with shared voting and dispositive power across multiple Mudrick-managed funds.

What financing arrangement between Mudrick Capital and Vertical Aerospace (EVTL) is disclosed?

Vertical Aerospace and Mudrick Capital Management, L.P. entered a Convertible Note Purchase Agreement on April 1, 2026. It allows the company to require Mudrick to buy up to $50,000,000 in additional Convertible Senior Secured Notes over a one-year period.

At what price can Mudrick convert the Additional Notes into Vertical Aerospace (EVTL) shares?

The Additional Convertible Senior Secured Notes are convertible into Vertical Aerospace’s ordinary shares at a fixed conversion price of $3.50 per share. This fixed price defines the share count issued upon any future conversions under the agreement.

What conditions must Vertical Aerospace (EVTL) meet to issue Additional Notes to Mudrick?

Each issuance of Additional Notes requires various customary conditions, including Vertical Aerospace having $50 million in liquidity and being solvent and able to pay its debts for the following four months after the issuance, as specified in the agreement.

Can Vertical Aerospace (EVTL) repurchase the Additional Notes from Mudrick Capital?

Yes. Until the one-year anniversary of April 1, 2026, Vertical Aerospace may repurchase any Additional Notes in privately negotiated transactions at a repurchase price including an applicable premium. After such repurchase, Mudrick has agreed not to convert those particular notes into shares.

Which Mudrick entities report significant positions in Vertical Aerospace (EVTL)?

Significant reporting entities include Mudrick Distressed Opportunity Fund Global, L.P. with 23,356,030 shares (17.0% of class) and Mudrick Distressed Opportunity Drawdown Fund II, L.P. with 13,458,661 shares (10.1%), alongside several related funds and general partners.