Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Vertical Aerospace Ltd. (Name of Issuer) |
Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
G9471C107 (CUSIP Number) |
Benjamin Nutbeam Level 4, 9 Pembridge Road, Notting Hill London, X0, W11 3JY 447802659250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/15/2024 (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
STEPHEN FITZPATRICK | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,486,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
|
| CUSIP No. | G9471C107 |
| 1 |
Name of reporting person
IMAGINATION AERO INVESTMENT LTD. | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.001 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:
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"). | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number1DescriptionForbearance 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. | ||
| 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.
|
|
|
|
|