- Mudrick Capital Management enters into investment agreement to
commit up to $50 million of new funding and converts $130 million
debt into equity at fixed conversion price
- Shareholder support paves way for funding round expected to
close in Q1 2025
Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE:
EVTL; EVTLW), a global aerospace and technology company that is
pioneering electric aviation, has entered into definitive documents
and received shareholder approval for a transaction that includes
up to $50 million in new committed funding.
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Vertical Aerospace's VX4 prototype, which
is currently under going piloted flight tests at its Flight Test
Centre. (Photo: Business Wire)
Today’s announcement marks the significant advancement of the
agreement in principle, announced in November, aimed at
strengthening Vertical’s balance sheet by approximately $180
million and accelerating the Company’s Flightpath 2030
strategy.
Stuart Simpson, CEO at Vertical, said:
“Ending this momentous year with a finalised funding commitment
and strong shareholder backing is a tremendous milestone. This
moment sets us up perfectly for our biggest year yet - with new
investment, piloted testing progress and major technological
developments all on the cards."
Jason Mudrick, Founder and Chief Investment Officer at Mudrick
Capital Management, said:
“Vertical is revolutionizing how the world moves, and we are
proud to play a pivotal role in positioning the company for
success. We look forward to continuing to partner with Vertical’s
exceptional team and contributing capital market and other
expertise in helping to bring their groundbreaking product offering
to reality.”
Today’s announcement includes:
- Up to $50 million funding commitment by Mudrick Capital:
on 20 December 2024, Mudrick Capital signed an investment agreement
finalising its commitment of $25 million in upfront funding, and an
additional $25 million backstop (as reduced by any amounts raised
from third parties).
- Balance sheet strengthening: on 23 December 2024,
Mudrick Capital completed the conversion of $130 million of debt
into equity at a conversion price of $2.75 per Ordinary Share and
agreed to fix the conversion price for the remaining $130 million
at $3.50 per Ordinary Share. This transaction substantially reduces
Vertical’s debt and significantly deleverages the Company’s balance
sheet, enhancing its financial position. Mudrick Capital has also
agreed with the Company to extend the loan repayment date by two
years to December 2028, providing further security through
Vertical’s certification programme.
- Shareholder support for new governance arrangements and
increased authorised share capital: at an EGM held on 23
December 2024, Vertical’s shareholders voted in favour of certain
amendments to the Company’s memorandum and articles of association.
These include provisions to establish a majority of independent
directors on the Board, to grant Mudrick Capital proportional
director nomination rights based on its share ownership (when above
10%), and to increase the Company’s authorised share capital from
$110,000 (representing 100 million ordinary shares and 10 million
preferred shares) to $210,000 (representing 200 million ordinary
shares and 10 million preferred shares).
Notes to Editors
About Vertical Aerospace
Vertical Aerospace is a global aerospace and technology company
pioneering electric aviation. Vertical is creating a safer, cleaner
and quieter way to travel. Vertical’s VX4 is a piloted, four
passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft,
with zero operating emissions. Vertical combines partnering with
leading aerospace companies, including GKN Aerospace, Honeywell and
Leonardo, with developing its own proprietary battery and propeller
technology to develop the world’s most advanced and safest
eVTOL.
Vertical has c.1,500 pre-orders of the VX4, with customers
across four continents, including American Airlines, Japan
Airlines, GOL and Bristow. Headquartered in Bristol, the epicentre
of the UK’s aerospace industry, Vertical was founded in 2016 by
Stephen Fitzpatrick, founder of the OVO Group, Europe’s largest
independent energy retailer. Vertical’s experienced leadership team
comes from top tier automotive and aerospace companies such as
Rolls-Royce, Airbus, GM and Leonardo. Together they have previously
certified and supported over 30 different civil and military
aircraft and propulsion systems.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 that relate to our current expectations and views of future
events. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements as
contained in Section 27A of the Securities Act and Section 21E of
the Exchange Act. Any express or implied statements contained in
this press release that are not statements of historical fact may
be deemed to be forward-looking statements, including, without
limitation, statements regarding completion of the committed
funding from Mudrick Capital and use of proceeds therefrom, the
sufficiency of the proceeds from the committed funding to meet the
Company’s more immediate capital expenditure requirements, the
Company’s satisfaction of all closing conditions to the committed
funding, our ability and plans to raise additional capital to fund
our operations, statements regarding the design and manufacture of
the VX4, our future results of operations and financial position
and expected financial performance and operational performance,
liquidity, growth and profitability strategies, business strategy
and plans and objectives of management for future operations,
including the building and testing of our prototype aircrafts on
timelines projected, selection of suppliers, certification and the
commercialization of the VX4 and our ability to achieve regulatory
certification of our aircraft product on any particular timeline or
at all, our plans to mitigate the risk that we are unable to
continue as a going concern, our plans for capital expenditures,
the expectations surrounding pre-orders and commitments, the
features and capabilities of the VX4, the transition towards a
net-zero emissions economy, as well as statements that include the
words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,”
“estimate,” “may,” “should,” “anticipate,” “will,” “aim,”
“potential,” “continue,” “are likely to” and similar statements of
a future or forward-looking nature. Forward-looking statements are
neither promises nor guarantees, but involve known and unknown
risks and uncertainties that could cause actual results to differ
materially from those projected, including, without limitation: our
limited operating history without manufactured non-prototype
aircraft or completed eVTOL aircraft customer order; our potential
inability to raise additional funds when we need or want them, or
at all, to fund our operations; our limited cash and cash
equivalents and recurring losses from our operations raise
significant doubt (or raise substantial doubt as contemplated by
PCAOB standards) regarding our ability to continue as a going
concern; our potential inability to produce or launch aircraft in
the volumes or timelines projected; the potential inability to
obtain the necessary certifications for production and operation
within any projected timeline, or at all; the inability for our
aircraft to perform at the level we expect and may have potential
defects; our history of losses and the expectation to incur
significant expenses and continuing losses for the foreseeable
future; the market for eVTOL aircraft being in a relatively early
stage; any accidents or incidents involving eVTOL aircraft could
harm our business; our dependence on partners and suppliers for the
components in our aircraft and for operational needs; the potential
that certain strategic partnerships may not materialize into
long-term partnership arrangements; all of the pre-orders received
are conditional and may be terminated at any time and any
predelivery payments may be fully refundable upon certain specified
dates; any circumstances; any potential failure to effectively
manage our growth; our inability to recruit and retain senior
management and other highly skilled personnel; we have previously
identified material weaknesses in our internal controls over
financial reporting which if we fail to properly remediate, could
adversely affect our results of operations, investor confidence in
us and the market price of our ordinary shares; as a foreign
private issuer we follow certain home country corporate governance
rules, are not subject to U.S. proxy rules and are subject to
Exchange Act reporting obligations that, to some extent, are more
lenient and less frequent than those of a U.S. domestic public
company; and the other important factors discussed under the
caption “Risk Factors” in our Annual Report on Form 20-F filed with
the U.S. Securities and Exchange Commission (“SEC”) on March 14,
2024, as such factors may be updated from time to time in our other
filings with the SEC. Any forward-looking statements contained in
this press release speak only as of the date hereof and accordingly
undue reliance should not be placed on such statements. We disclaim
any obligation or undertaking to update or revise any
forward-looking statements contained in this press release, whether
as a result of new information, future events or otherwise, other
than to the extent required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241223436920/en/
Justin Bates, Head of Communications
justin.bates@vertical-aerospace.com +44 7878 357 463 Samuel Emden,
Head of Investor Affairs samuel.emden@vertical-aerospace.com +44
7816 459 904
Vertical Aerospace (NYSE:EVTL)
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