Vertical Aerospace Ltd.

Recent Developments

Financing Package

On August 5, 2026, we entered into an agreement in principle with Mudrick Capital and Yorkville pursuant to a non-binding term sheet involving, among other things: (i) amendments to the Convertible Note Purchase Agreement to accelerate the issuance of the remaining $35 million of Additional Notes thereunder on or before August 12, 2026; (ii) an amendment to the Indenture to provide for a change in the conversion price for all convertible notes issued thereunder from $3.50 to $1.30; (iii) the issuance of $25 million Series A convertible preferred shares under the Preferred Securities Purchase Agreement; (iv) the implementation of amendments to the Fifth Amended and Restated Memorandum and Articles of Association to clarify and supplement certain Mudrick Capital director nomination rights, removal rights, consent rights and other matters included therein (the “Articles Amendments”), subject to approval by the Company’s shareholders and the Company’s obligations with respect to obtaining such shareholder approval; (v) the implementation of a shareholder agreement with Mudrick Capital, providing for similar clarifications and rights to be granted to Mudrick Capital that are anticipated in the Articles Amendments during the period prior to their approval by our shareholders; and (vi) the restructuring of certain of our existing employee options to re-price such options at a strike price of $1.30 per ordinary share and the establishment of a new management option pool of 2,767,806 ordinary shares, subject in each case to shareholder approval.

On August 10, 2026, we announced an underwritten registered direct offering of approximately 33 million of the Company’s units, with each unit consisting of one ordinary share of the Company and one Tranche C warrant of the Company to purchase one ordinary share, at a price of $1.05 per unit (the “August 2026 Offering”) to a limited number of investors. In connection with the August 2026 Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as underwriter of the August 2026 Offering. The August 2026 Offering closed on August 11, 2026.

On August 10, 2026, we issued 25,000 Series A Convertible Preferred Shares (the “Series A Convertible Preferred Shares”) to YA II PN, Ltd. (“Yorkville”) at a purchase price of $960.00 per Series A Convertible Preferred Share, for an aggregate purchase price of $24 million pursuant to the terms of the Securities Purchase Agreement (as defined herein).

On August 12, 2026, we entered into agreements with Mudrick Capital involving, among other things, amendments to the Convertible Note Purchase Agreement (as defined herein) to accelerate the issuance of the remaining $35 million of Additional Notes thereunder (the “Accelerated Mudrick Facility Draw”). Settlement of the Accelerated Mudrick Facility Draw is expected to occur on or about August 13, 2026.

Flight Test Update

In July 2026, we received an expanded Permit to Fly from the CAA, authorizing our first public demonstration flights away from Cotswold Airport. Following the approval, we successfully flew into multiple airports, including RAF Brize Norton, RAF Benson and Blackbushe Airport, before landing at Farnborough Airport in advance of the Farnborough International Airshow. On July 20, 2026, we made history by completing the first public electric vertical take-off and landing (eVTOL) flight at Farnborough International Airshow, completing a transition flight by moving from vertical take-off to wingborne cruise and back to vertical landing.

In June 2026, we announced that, following the issuance of a new Permit to Fly from the CAA, our third full-scale prototype aircraft successfully completed its maiden piloted flight at the Company’s Flight Test Centre in the UK, marking the start of an expanded flight test campaign. By August 2026, this third full-scale prototype had successfully achieved piloted transition flight, progressing rapidly through its flight test campaign, including thrustborne flight, wingborne flight and transition flight.

Certification Timeline

The Company expects to complete Critical Design Review (CDR) by the end of 2026, establishing the certifiable design baseline for its aircraft and enabling the build and test of certification-conforming aircraft. In preparation for CDR in close engagement with the Company’s supply partners, the Company has re-baselined its program plan against the remaining certification workscope, including the build and test of certification-conforming Valo aircraft. Having previously indicated increasing risk to its targeted 2028 certification timeline, the Company now expects to achieve type certification of Valo in 2029. This timeline reflects the rigor of certifying an entirely new class of aircraft under an established regulatory certification framework.

Long-Term Supplier Partnership

In June 2026, we announced that we and Astronics Corporation (“Astronics”) entered into a new long-term agreement, effective June 26, 2026, for the supply of Astronics’ lightweight Modular Conversion and Distribution Unit (MCDU) and Secondary Power Distribution Unit (SPDU) for Valo. Astronics’ MCDU and SPDU have been developed specifically for the requirements of the eVTOL industry. Under the agreement, Astronics will provide the aircraft’s low-voltage power distribution system, including power conversion and distribution hardware that manages and protects electrical power for critical aircraft systems. The system converts high-voltage electrical power from the aircraft’s propulsion architecture into low-voltage power used by avionics, flight controls and other essential onboard systems.

In May 2026, we announced that we and Hyundai WIA Corporation (“Hyundai WIA”) entered into a new long-term agreement, for the design, development and manufacture of the landing gear for Valo. Under the agreement, Hyundai WIA will develop and manufacture a bespoke landing gear system for Valo, with end-to-end design and production responsibility. Hyundai WIA has decades of advanced manufacturing and mobility experience and provides a lightweight, technically mature landing gear solution.

Director Changes

On May 10, 2026, Dómhnal Slattery provided notice to our Board of Directors (the “Board”) of his intention to resign as Chairman and member of the Board, and subsequently agreed with the Board for his resignation to take effect on May 12, 2026. Mr. Slattery served as a member of the Board and its Chairman since January 2025, after previously serving as its Chairman from January 2022 to August 2023.

With effect from May 12, 2026, the Board appointed Ben Story to serve as its interim Chairman pending the appointment of a permanent Chairman. Mr. Story, who has served on the Board since April 2024, is a former member of the Executive Leadership Team at Rolls-Royce Holdings plc, where he led strategy, M&A and major transformation initiatives. He also previously spent over two decades in investment banking, including as Head of UK Investment Banking at Citigroup, and served on the Board of Transport for London. Mr. Story is currently Chair of Digital Catapult, an innovation organization established by Innovate UK, an agency of the UK Government.