EVTL · Vertical Aerospace Ltd.

Vertical Aerospace Ltd. has executed a comprehensive financing package totaling up to $850 million, significantly strengthening its balance sheet and extending its financial runway toward its targeted 2028 certification. The transaction consists of three primary components: an amendment to existing debt, a new preferred equity facility, and a standby equity purchase agreement.

First, the Company amended its existing convertible notes through a Third Supplemental Indenture, extending the maturity date from December 15, 2028 to December 15, 2030. This amendment received consent from holders representing 100% of the outstanding principal. Concurrently, Mudrick Capital committed to purchase up to $50 million in additional notes on the same terms (10.00% cash / 12.00% PIK interest), providing incremental secured debt capacity.

Second, Yorkville Advisors committed to a $250 million Series A Convertible Preferred Equity facility. The Company closed an initial $25 million tranche at a purchase price of $960 per share (stated value $1,000). These preferred shares are convertible into ordinary shares at a variable conversion price tied to the lower of a fixed price or a discount to market price, subject to a floor.

Third, Yorkville provided a $500 million Standby Equity Purchase Agreement (SEPA), allowing the Company to draw capital by selling ordinary shares to Yorkville over a 36-month term. The purchase price for shares sold under the SEPA is 95% of the lowest daily volume-weighted average price (VWAP) during the applicable pricing period.

The Company has initially drawn $30 million under these facilities and expects approximately $160 million of working capital in the near term. This financing structure provides substantial capital access while deferring near-term debt maturities, positioning the Company to execute on its strategic roadmap toward certification of its Valo eVTOL aircraft.