Mudrick Capital Management, L.P. → Vertical Aerospace Ltd. EVTWF

This Item 4 of the Schedule 13D is amended and supplemented as follows: As disclosed in Amendment No. 3, Mudrick Capital Management, on behalf of certain funds or accounts managed, sponsored or advised by it ("MCM"), entered into an Investment Agreement, dated as of December 20, 2024 (the "Investment Agreement'), by and among MCM, the Company, VAGL and Stephen Fitzpatrick (together with his affiliated entities, "SF"), pursuant to which MCM committed to fund up to $50 million to the Company in its next funding round (the "Equity Placement"). In accordance with the Investment Agreement, on January 24, 2025, certain funds affiliated with MCM acquired from the Issuer in a public offering a number of units, each consisting of one Ordinary Share, 1/2 of a Tranche A warrant to purchase one Ordinary Share ("Tranche A Warrant") and 1/2 of a Tranche B warrant ("Tranche B Warrant") to purchase one Ordinary Share, equal to approximately $25 million in the aggregate (paid from each fund's respective working capital), as set forth below: Number of Shares Tranche A Warrants Tranche B Warrants Mudrick Distressed Opportunity Fund Global, L.P. 812,144 406,072 406,072 Mudrick Distressed Opportunity Drawdown Fund II, L.P. 467,990 233,995 233,995 Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. 48,848 24,424 24,424 Mudrick Stressed Credit Master Fund, L.P. 91,534 45,767 45,767 Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. 122,420 61,210 61,210 Mudrick Distressed Opportunity SIF Master Fund, L.P. 93,018 46,509 46,509 Mudrick Opportunity Co-Investment Fund, LP - - - Mudrick Distressed Opportunity Drawdown Fund III, L.P. 247,402 123,701 123,701 Certain Other Entities (in the aggregate) 2,282,644 1,141,322 1,141,322 The Reporting Persons acquired Ordinary Shares and instruments convertible into or exercisable for Ordinary Shares, including the Convertible Senior Secured Notes, Existing Warrants, Tranche A Warrants and Tranche B Warrants, as each is defined herein (collectively, "Issuer Securities") for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and consider such other factors relevant to the Reporting Persons, which could include the price and availability of Issuer Securities, the Issuer's business and the Issuer's prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. Without limiting the generality of the preceding sentence, each of the Reporting Persons (in each case, subject to any applicable restrictions under law) may at any time or from time to time (i) sell, transfer, distribute or otherwise dispose of all or a portion of its Issuer Securities in public or private transactions, including in registered offerings, (ii) purchase, receive in a distribution or other transfer, or otherwise acquire Issuer Securities in public or private transactions, (iii) convert or redeem all or a portion of the Convertible Senior Secured Notes for Ordinary Shares; (iv) exercise all or a portion of the Existing Warrants, Tranche A Warrants and/or Tranche B Warrants, in each case, for shares of Ordinary Shares, (v) enter into derivatives or hedging transactions relating to Issuer Securities, and/or (vi) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Act, on such terms and at such time as the Reporting Persons may deem advisable. Subject to the agreements described in the Schedule 13D, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans, including with respect to influence on management or the Board regarding the business and affairs of the Issuer, including with respect to MCM's consent rights with respect to the Issuer's governance documents and the Board's composition as disclosed in Amendment No. 3, and engage with advisors, the Issuer or other persons regarding such matters.