Vertical Aerospace Ltd.
For the period ended Aug 18, 2026. Filed Aug 18, 2026.
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Aug 18, 2026 · Filed Aug 18, 2026
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EX-99.1 · ARTICLES AMENDMENT PROPOSAL
ARTICLES AMENDMENT PROPOSAL
On August 5, 2026, the Company entered into a non-binding term sheet (the “Term Sheet”) with Mudrick Capital Management, L.P. and a designee of Yorkville Advisors Global, L.P. contemplating, among other things, the provision of accelerated funding by Mudrick Capital and that, in connection therewith, the Company and Mudrick Capital would enter into a Shareholder Agreement (the “Shareholder Agreement”)providing for certain director nomination rights, removal rights and consent rights for Mudrick Capital and other matters included therein. On August 12, 2026, in connection with entering intoan Amended and Restated Convertible Note Purchase Agreement to accelerate the issuance of the remaining $35,000,000 in aggregate nominal principal amount of additional Convertible Senior Secured Notes, the Company and Mudrick Capital entered into the Shareholder Agreement.
As contemplated by the Term Sheet, the Shareholder Agreement requires the Company to submitto a vote at a general meeting of the Company’s shareholders certain amendments to the Fifth Amended and Restated Memorandum and Articles of Association of the Company to provide for certain director nomination rights, removal rights and consent rights for Mudrick Capital and other matters, in the form attached to the Notice of Meeting as Schedule A (the “Articles Amendments”). The proposal for the Company’s shareholders to approve the Articles Amendments is referred to herein as the “Articles Amendment Proposal”. Many of the rights to be granted to Mudrick Capital in the Articles Amendments are substantially the same as the rights that Mudrick Capital currently has pursuant to a combination of the Shareholder Agreement andthe Fifth Amended and Restated Memorandum and Articles of Association, andthe Articles Amendment Proposal, if approved, will result in the incorporation of these rights in the Articles.
In approving the Shareholder Agreement and the transactions contemplated thereby, including the governance arrangements set forth therein and the requirement that the Company seek shareholder approval of the Articles Amendments, the Board determined that, in light of the Company’s capital intensive base case plan of targeting certification for its flagship electric vertical takeoff and landing aircraft in 2029, it is in the Company’s best interests, and would promote the success of the Company for the benefit of its members as a whole, to obtain the accelerated funding and to provide its largest shareholder and primary creditor and senior secured lender with enhanced governance rights and decisional rights in matters regarding the Company.
Accordingly, the Board believes that the Articles Amendment Proposal is in the best interests of the Company, has resolved to submit the Articles Amendment Proposal to a vote by the Company’s shareholders at the AGM, and is hereby soliciting shareholder approval in favor of the Articles Amendment Proposal. If the Articles Amendment Proposal is not approved, the governance arrangements set forth in the Shareholder Agreement will continue in effect. The Shareholder Agreement will terminate upon the earlier of the adoption of the Articles Amendments by the Company and such timeas Mudrick Capital ceases to beneficially own (as defined in the Shareholder Agreement) at least 10% of the ordinary shares.
The following descriptions summarize the proposed Articles Amendments. In order to fully understand and evaluate each of the proposed Articles Amendments, shareholders must refer to the form of the Sixth A&R M&A attached to the Notice of Meetingas Schedule A, with the insertions in relation to the Articles Amendments indicated by double-underlined text and deletions indicated by strikethrough text.
Under the Articles Amendments, with immediate effect, the Articles are proposed to be amended to, among other things:
| · | Provide that the Board shall consist of up to nine directors (but not less than one director), unless increased or decreased from time to time by the directors or the Company in general meeting; |
| · | Provide that Mudrick Capital shall be entitled to nominate for election individuals to serve as directors in respect of the number of director positions that is equal to the product, rounded to the nearest whole number (provided that such number is not less than one), of (i) the percentage of ordinary shares beneficially owned by Mudrick Capital at the relevant time multiplied by (ii) the total number of director positions on the Board (for the avoidance of doubt, including any vacancies) at the relevant time (each, upon the effectiveness of their appointment, an “Appointed Director”). Mudrick Capital’s nomination rights shall terminate on the first date on which Mudrick Capital beneficially owns (as defined in the Sixth A&R M&A and set forth below) less than 10.0% of the ordinary shares; |
| · | Provide that Mudrick Capital have the power to designate the chairman of the Board for so long as Mudrick Capital beneficially owns at least 33.0% of the ordinary shares; |
| · | Provide that Mudrick Capital may remove any Appointed Director (whether or not the Appointed Director is an independent director) at its discretion, with or without cause, by delivering notice to the Company; provided, in the case of removal of an Appointed Director who is an independent director, that Mudrick Capital provides at least 30 days’ prior written notice to the Company and, following such removal (taking into account any appointment of another director occurring substantially contemporaneous with or prior to such removal), the Board continues to consist of a majority of independent directors; |
| · | Provide that, for so long as Mudrick Capital beneficially owns at least 10.0% of the ordinary shares and to the extent permitted by certain rules and regulations as set forth in the Sixth A&R M&A, Mudrick Capital have the right to designate Appointed Director(s) to serve on each of the Board’s committees in respect of the number of committee positions that is equal to the product, rounded to the nearest whole number (provided that such number is not less than one), of (i) the percentage of ordinary shares beneficially owned by Mudrick Capital at the relevant time multiplied by (ii) the total number of director positions on the applicable committee (for the avoidance of doubt, including any vacancies) at the relevant time, and, to the extent such designation is made, such Appointed Director shall be appointed to and serve on the relevant committee until such time as Mudrick Capital requests by notice in writing to the Company that they be removed from or replaced on the relevant committees or such Appointed Director resigns from the relevant committee upon which Mudrick Capital shall have the right to designate their replacement; provided that, if such removal shall cause the Company to be in noncompliance with certain rules and regulations as set forth in the Sixth A&R M&A, the Company may defer such removal until the earlier of (a) such time as the Company shall have effected any changes in the composition of the relevant committee to permit compliance with the applicable rule and regulation upon such removal and (b) 60 days following the initial notification to the Company of such removal. If such designation is not permitted under certain rules and regulations as set forth in the Sixth A&R M&A, Mudrick Capital may appoint one observer to serve on each of the Board’s committees. |
| · | Provide that Mudrick Capital’s right to remove an Appointed Director who is an independent director from any committee other than the Audit Committee be subject to the requirement that, following such removal, such committee continue to consist of a majority of independent directors; |
| · | Provide that any resolution to amend the Articles that would adversely affect Mudrick Capital’s rights provided under Article 22(a), Article 23(a), Article 30, Article 32.3 or Article 32.10 shall be passed only if the ordinary shares beneficially owned by Mudrick Capital are voted in favor of such special resolution; |
| · | Provide that the term “beneficial owner” shall mean a person who is a beneficial owner, as determined under Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission thereunder, all as the same shall be in effect at the time (and “beneficially own” and “beneficially owned” shall have correlative meaning); and, for all purposes under the Sixth A&R M&A, a person’s “beneficial ownership” (or variations on such phrase) shall be determined and calculated in accordance with the provisions of Rule 13d-3, irrespective of whether or not such Rule is actually applicable in such circumstance; |
| · | Make certain limited updates to the procedures and disclosure requirements for director nominations made and business proposals submitted by shareholders; and |
| · | Make certain other conforming, technical and non-substantive changes. |
Proposal 4 will be approved as a special resolution if passed by not less than two-thirds of the votes cast at the AGM by shareholders as, being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative vote “FOR” the proposal. For the avoidance of doubt, passage of Proposal 4 shall not be conditioned upon the passage of any other proposal being submitted for approval at the AGM.
The Board unanimously recommends a vote to approve and adopt the Articles Amendment Proposal. Unless revoked as provided above, proxies received by management will be voted in favor of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the AGM in respect of the Articles Amendment Proposal is as follows:
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