SCHEDULE 13D/A
0001193125-24-081594
0001911254
XXXXXXXX
LIVE
2
Ordinary Shares, par value $0.001 per share
12/15/2024
false
0001867102
G9471C107
Vertical Aerospace Ltd.
Unit 1 Camwal Court
Chapel Street
Bristol
X0
BS2 0UW
Benjamin Nutbeam
447802659250
Level 4, 9 Pembridge Road
Notting Hill
London
X0
W11 3JY
0001911254
N
STEPHEN FITZPATRICK
PF
N
X0
15286923.00
5200000.00
15286923.00
5200000.00
20486923.00
N
74.98
IN
The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 ordinary shares, par value $0.001 per share ('Ordinary Shares'), issuable to Imagination Aero Investment Ltd. ('Imagination Aero') upon the exercise of outstanding warrants held by Imagination Aero (the 'Warrants') and (ii) 200,000 Ordinary Shares held by Imagination Aero. Stephen Fitzpatrick ('SF') is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to Vertical Aerospace Ltd.'s (the 'Issuer') one-for-ten reverse stock split of the Ordinary Shares effected on September 20, 2024 (the 'Reverse Split').
The percentage used herein is calculated based on 22,324,924 Ordinary Shares outstanding as of June 30, 2024, as reported in Exhibit 99.3 to the Issuer's Form 6-K filed on September 17, 2024, and giving effect to the Reverse Split, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.
Y
IMAGINATION AERO INVESTMENT LTD.
PF
N
X0
0.00
5200000.00
0.00
5200000.00
5200000.00
N
19.03
CO
The amount reported in rows 8 and 10 in the table above represents (i) 5,000,000 Ordinary Shares issuable to Imagination Aero upon the exercise of outstanding Warrants and (ii) 200,000 Ordinary Shares held by Imagination Aero. SF is the sole managing member and beneficial owner of Imagination Aero. The foregoing gives effect to the Reverse Split.
The percentage used herein is calculated based on 22,324,924 Ordinary Shares outstanding as of June 30, 2024, as reported in Exhibit 99.3 to the Issuer's Form 6-K filed on September 17, 2024, and giving effect to the Reverse Split, together with the 5,000,000 Ordinary Shares issuable to Imagination Aero upon exercise of the Warrants.
Ordinary Shares, par value $0.001 per share
Vertical Aerospace Ltd.
Unit 1 Camwal Court
Chapel Street
Bristol
X0
BS2 0UW
EXPLANATORY NOTE - This Amendment No. 2 to the statement on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 22, 2024, as amended by Amendment No. 1 filed on November 25, 2024 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), which relates to the ordinary shares, par value $0.001 per share (the "Ordinary Shares"), of Vertical Aerospace Ltd. (the "Issuer"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. All share numbers reported in this Amendment give effect to the Issuer's one-for-ten reverse stock split of its Ordinary Shares effected on September 20, 2024 (the "Reverse Split").
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Item 4 is hereby amended by adding the following as a bullet point in chronological order therein:
On December 15, 2024, the Reporting Persons entered into the Forbearance Agreement (the "Forbearance Agreement") with Mudrick Capital Management, L.P., the Issuer and Vertical Aerospace Group Limited, pursuant to which, among other things, the Reporting Persons agreed to take such actions as are reasonably necessary to support and give effect to the transactions contemplated by the Agreement in Principle, including to attend any shareholder meeting in respect of the transactions (or any part thereof) contemplated by the Agreement in Principle and vote (or cause to be voted) all of their Ordinary Shares in favor of the transactions contemplated by the Agreement in Principle.
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Item 6 is hereby amended by adding the following paragraphs:
On December 15, 2024, the Reporting Persons entered into the Forbearance Agreement with Mudrick Capital Management, L.P., the Issuer and Vertical Aerospace Group Limited, pursuant to which, among other things, the Reporting Persons agreed to take such actions as are reasonably necessary to support and give effect to the transactions contemplated by the Agreement in Principle, including to attend any shareholder meeting in respect of the transactions (or any part thereof) contemplated by the Agreement in Principle and vote (or cause to be voted) all of their Ordinary Shares in favor of the transactions contemplated by the Agreement in Principle.
The foregoing summary of the Forbearance Agreement is qualified in its entirety by the full text of the Forbearance Agreement attached hereto as Exhibit 1 and incorporated herein by reference.
Exhibit Number
1
Description
Forbearance Agreement, dated as of December 15, 2024, by and among Mudrick Capital Management, L.P., Vertical Aerospace Ltd., Vertical Aerospace Group Limited, Stephen Fitzpatrick and Imagination Aero Investment Ltd.
STEPHEN FITZPATRICK
/s/ Stephen Fitzpatrick
12/17/2024
IMAGINATION AERO INVESTMENT LTD.
/s/ Stephen Fitzpatrick
12/17/2024