{"filing":{"accession_number":"0001104659-26-095429","cik":"0001867102","ticker":"EVTWF","company_name":"Vertical Aerospace Ltd.","form":"6-K","filing_date":"2026-08-13","report_date":"2026-08-12","primary_document":"tm2622883d1_6k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1867102/000110465926095429/tm2622883d1_6k.htm"},"events":[{"id":27453,"run_id":25029,"accession_number":"0001104659-26-095429","anchor_item_number":"EX-99.1","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Vertical Aerospace amended and restated its convertible note purchase agreement with Mudrick Capital Management on August 12, 2026, establishing a $35 million commitment to issue additional 10.00%/12.00% Convertible Senior Secured PIK Toggle Notes due 2030 under an existing indenture framework.","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13","form":"6-K","submitted_at":null,"items":[{"id":29008,"accession_number":"0001104659-26-095429","item_number":"EX-99.1","item_title":"tm2622883d1_ex99-1.htm","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This exhibit is an Amended and Restated Convertible Note Purchase Agreement dated August 12, 2026, establishing a $35 million commitment for the Issuer to issue additional 10.00%/12.00% Convertible Senior Secured PIK Toggle Notes due 2030 to Mudrick Capital Management. The agreement amends the original April 20, 2026 agreement and provides for the issuance of Additional Notes under an existing indenture framework. This constitutes creation of a new direct financial obligation through debt issuance, material to investors assessing the registrant's capital structure and leverage.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27454,"run_id":25029,"accession_number":"0001104659-26-095429","anchor_item_number":"EX-99.2","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Vertical Aerospace entered into a shareholder agreement with Mudrick Capital Management granting Mudrick board nomination and committee designation rights proportional to its shareholding (minimum one director), contemplating a board refreshment exercise that increases the board from 8 to 9 seats, with shareholder approval of Articles amendments required by September 15, 2026.","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13","form":"6-K","submitted_at":null,"items":[{"id":29009,"accession_number":"0001104659-26-095429","item_number":"EX-99.2","item_title":"tm2622883d1_ex99-2.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"This is a shareholder agreement between Vertical Aerospace Ltd. and Mudrick Capital Management granting Mudrick Capital board nomination and committee designation rights proportional to its shareholding (with a minimum of one director). The agreement contemplates a \"Board refreshment exercise,\" increases the board from 8 to 9 seats, and requires shareholder approval of Articles amendments by September 15, 2026 (or January 31, 2027 if resubmitted). While the agreement involves governance rights and board composition, it is fundamentally a control/influence arrangement rather than a discrete executive appointment or departure. This is a material governance event affecting board structure and shareholder influence.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27455,"run_id":25029,"accession_number":"0001104659-26-095429","anchor_item_number":"EX-99.4","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Vertical Aerospace amended and restated its Securities Purchase Agreement with YA II PN, Ltd. on August 12, 2026, for the sale of up to $250 million in Series A Convertible Preferred Shares convertible into Ordinary Shares in a private placement structured with multiple closings.","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13","form":"6-K","submitted_at":null,"items":[{"id":29011,"accession_number":"0001104659-26-095429","item_number":"EX-99.4","item_title":"tm2622883d1_ex99-4.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This is an Amended and Restated Securities Purchase Agreement dated August 12, 2026, between Vertical Aerospace Ltd. and YA II PN, Ltd. for the sale of up to $250 million in Series A Convertible Preferred Shares convertible into Ordinary Shares. The agreement explicitly contemplates issuance of convertible securities with conversion rights into common equity, structured as a private placement with multiple closings. This is a material dilutive equity issuance typical of PIPE or convertible financing arrangements that would significantly affect shareholder equity and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27456,"run_id":25029,"accession_number":"0001104659-26-095429","anchor_item_number":"EX-99.3","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.45,"summary":"Vertical Aerospace amended and restated the Certificate of Designations for Series A Convertible Preferred Shares, establishing terms for conversion rights, dividend mechanics, and ranking of the preferred equity instrument as part of its capital structure.","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13","form":"6-K","submitted_at":null,"items":[{"id":29010,"accession_number":"0001104659-26-095429","item_number":"EX-99.3","item_title":"tm2622883d1_ex99-3.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.45,"reasoning":"This exhibit is an Amended and Restated Certificate of Designations for Series A Convertible Preferred Shares. While it establishes terms for a preferred equity instrument (conversion rights, dividend mechanics, ranking), the document does not disclose executive compensation arrangements, equity grants to named executives, or shareholder approval of compensatory plans. It is a capital structure amendment affecting preferred shareholders generally, not a compensation disclosure. The classification is uncertain because the document involves equity instruments and could relate to financing or capital structure changes, but it does not fit the core definition of exec_compensation (arrangements for directors/officers/named executives).","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29008,"accession_number":"0001104659-26-095429","item_number":"EX-99.1","item_title":"tm2622883d1_ex99-1.htm","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This exhibit is an Amended and Restated Convertible Note Purchase Agreement dated August 12, 2026, establishing a $35 million commitment for the Issuer to issue additional 10.00%/12.00% Convertible Senior Secured PIK Toggle Notes due 2030 to Mudrick Capital Management. The agreement amends the original April 20, 2026 agreement and provides for the issuance of Additional Notes under an existing indenture framework. This constitutes creation of a new direct financial obligation through debt issuance, material to investors assessing the registrant's capital structure and leverage.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13"},{"id":29009,"accession_number":"0001104659-26-095429","item_number":"EX-99.2","item_title":"tm2622883d1_ex99-2.htm","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"This is a shareholder agreement between Vertical Aerospace Ltd. and Mudrick Capital Management granting Mudrick Capital board nomination and committee designation rights proportional to its shareholding (with a minimum of one director). The agreement contemplates a \"Board refreshment exercise,\" increases the board from 8 to 9 seats, and requires shareholder approval of Articles amendments by September 15, 2026 (or January 31, 2027 if resubmitted). While the agreement involves governance rights and board composition, it is fundamentally a control/influence arrangement rather than a discrete executive appointment or departure. This is a material governance event affecting board structure and shareholder influence.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13"},{"id":29010,"accession_number":"0001104659-26-095429","item_number":"EX-99.3","item_title":"tm2622883d1_ex99-3.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.45,"reasoning":"This exhibit is an Amended and Restated Certificate of Designations for Series A Convertible Preferred Shares. While it establishes terms for a preferred equity instrument (conversion rights, dividend mechanics, ranking), the document does not disclose executive compensation arrangements, equity grants to named executives, or shareholder approval of compensatory plans. It is a capital structure amendment affecting preferred shareholders generally, not a compensation disclosure. The classification is uncertain because the document involves equity instruments and could relate to financing or capital structure changes, but it does not fit the core definition of exec_compensation (arrangements for directors/officers/named executives).","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13"},{"id":29011,"accession_number":"0001104659-26-095429","item_number":"EX-99.4","item_title":"tm2622883d1_ex99-4.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This is an Amended and Restated Securities Purchase Agreement dated August 12, 2026, between Vertical Aerospace Ltd. and YA II PN, Ltd. for the sale of up to $250 million in Series A Convertible Preferred Shares convertible into Ordinary Shares. The agreement explicitly contemplates issuance of convertible securities with conversion rights into common equity, structured as a private placement with multiple closings. This is a material dilutive equity issuance typical of PIPE or convertible financing arrangements that would significantly affect shareholder equity and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-08-13T11:02:52.058150+00:00","company_name":"Vertical Aerospace Ltd.","ticker":"EVTWF","filing_date":"2026-08-13"}]}