Vertical Aerospace .(EVTL) - 2025 Q2 - Quarterly Report

Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income Income and Comprehensive Income Summary For the six months ended June 30, 2025, Vertical Aerospace Ltd reported a significant net profit of £250,962 thousand, a substantial turnaround from a net loss of £17,121 thousand in the same period of 2024, primarily driven by a large net finance income despite an operating loss, with basic earnings per share improving significantly to £3.13 from a loss of £0.89 Net Profit/(Loss) and EPS (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------------- | :----------- | :----------- | :------------- | :--------- | | Net (loss)/profit for the period | 250,962 | (17,121) | 268,083 | -1565.8% | | Basic (loss)/earnings per share | 3.13 | (0.89) | 4.02 | -451.7% | | Diluted (loss)/earnings per share | (0.02) | (0.89) | 0.87 | -97.8% | Operating (Loss)/Profit (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :----------------- | :----------- | :----------- | :------------- | :--------- | | Operating (loss)/profit | (49,938) | (19,940) | (29,998) | 150.4% | Net Finance (Costs)/Income (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------- | :----------- | :----------- | :------------- | :--------- | | Net finance (costs)/income | 281,308 | (3,629) | 284,937 | -7852.8% | Unaudited Condensed Consolidated Interim Statements of Financial Position Financial Position Summary As of June 30, 2025, Vertical Aerospace Ltd's total assets increased significantly to £87,002 thousand from £47,732 thousand at December 31, 2024, primarily driven by a substantial increase in cash and cash equivalents, while total liabilities decreased, leading to a notable reduction in the total shareholders' deficit Key Financial Position Metrics | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | Total assets | 87,002 | 47,732 | 39,270 | 82.3% | | Cash and cash equivalents | 61,984 | 22,556 | 39,428 | 174.8% | | Total liabilities | 263,107 | 547,073 | (283,966) | -51.9% | | Total shareholders' deficit | (176,105) | (499,341) | 323,236 | -64.7% | - Current assets saw a significant increase from £42,553 thousand at December 31, 2024, to £82,097 thousand at June 30, 2025, primarily due to higher cash and cash equivalents[6] - Current liabilities decreased substantially from £540,842 thousand at December 31, 2024, to £257,124 thousand at June 30, 2025, mainly due to a reduction in financial liabilities at fair value through profit and loss[6] Unaudited Condensed Consolidated Interim Statements of Cash Flows Cash Flows Summary For the six months ended June 30, 2025, Vertical Aerospace Ltd experienced a net increase in cash at bank of £41,510 thousand, a significant improvement from £18,266 thousand in the prior year, driven by substantial cash flows generated from financing activities, offsetting net cash used in operating activities Key Cash Flow Metrics (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | :--------- | | Net cash flows used in operating activities | (26,304) | (1,651) | (24,653) | 1493.2% | | Net cash flows from investing activities | 1,038 | 777 | 261 | 33.6% | | Net cash flows generated from financing activities | 66,776 | 19,140 | 47,636 | 248.9% | | Net increase in cash at bank | 41,510 | 18,266 | 23,244 | 127.3% | | Cash at bank, end of the period | 61,984 | 66,786 | (4,802) | -7.2% | - Operating cash outflows increased significantly in 2025, primarily due to adjustments for non-cash items, including a large negative adjustment for related party finance income[8] - Financing activities provided substantial cash inflows in 2025, largely from proceeds from share issuance (£34,235 thousand) and warrant issues (£18,032 thousand), as well as issues to related parties[8] Unaudited Condensed Consolidated Interim Statements of Changes in Equity Changes in Equity Summary For the six months ended June 30, 2025, Vertical Aerospace Ltd's total equity deficit significantly reduced from (£499,341) thousand at January 1, 2025, to (£176,105) thousand, primarily driven by a net profit for the period and substantial share and warrant issuances, partially offset by transaction costs Key Changes in Equity (6 months ended June 30, 2025) | Metric | January 1, 2025 (£'000) | June 30, 2025 (£'000) | Change (£'000) | | :-------------------------- | :---------------------- | :-------------------- | :------------- | | Total Equity | (499,341) | (176,105) | 323,236 | | Profit for the period | — | 250,962 | 250,962 | | Share issuance | — | 34,235 | 34,235 | | Issuance of warrants | — | 18,032 | 18,032 | | Share issuance to related party | — | 12,985 | 12,985 | | Issuance of warrants to related party | — | 6,840 | 6,840 | | Transaction costs on issuance of equity instruments | — | (4,796) | (4,796) | - The accumulated deficit decreased significantly from (£1,152,283) thousand at January 1, 2025, to (£900,615) thousand at June 30, 2025, largely due to the net profit for the period[10] - Other reserves increased from £99,299 thousand to £126,778 thousand, reflecting share-based payment transactions, warrant issuances, and foreign exchange translation differences[10] Notes to the Unaudited Condensed Consolidated Interim Financial Information 1 General Information Vertical Aerospace Ltd, incorporated in the Cayman Islands with principal operations in the UK, is focused on developing and commercializing eVTOL and hybrid-electric aircraft, with its financial statements presented in pounds sterling and authorized for issue on August 4, 2025 - Vertical Aerospace Ltd is incorporated in the Cayman Islands, with its principal executive office and main operations in the United Kingdom[12] - The Group's principal activity is the development and commercialization of vertical take-off and landing electrically powered (eVTOL) and hybrid-electrically powered aircraft[14] - The financial statements are presented in pounds sterling (£'000) and were authorized for issue by the Board of Directors on August 4, 2025[12][13][18] 2 Material Accounting Policies The interim financial report is prepared in accordance with IAS 34 and IFRS Accounting Standards, using a historical cost basis modified by fair value revaluation for certain financial assets and liabilities, but the Group's ability to continue as a going concern is subject to material uncertainty due to its reliance on additional funding to meet projected cash outflows and avoid breaching debt covenants by mid-2026 - The unaudited condensed consolidated interim financial report is prepared in accordance with IAS 34 Interim Financial Reporting and IFRS Accounting Standards[15] - The Group is in the research and development phase, not currently generating revenue, and has incurred net losses and cash outflows from operating activities since inception[23] - As of June 30, 2025, the Group had £62 million of cash and cash equivalents and a net shareholders' deficit of £176 million. Post-issuance, cash and cash equivalents were approximately £104 million[24][25] - Management projects net cash outflows of approximately £106 million over the next 12 months, primarily for prototype creation, testing, and certification aircraft design, indicating existing resources will only fund operations until mid-2026[26][27] - The Group projects a breach of the $10 million minimum cash balance covenant in the second quarter of 2026 unless additional capital is raised, which could lead to an event of default and acceleration of Convertible Senior Secured Notes maturity[28] - A material uncertainty exists regarding the Group's ability to continue as a going concern, highly dependent on securing additional funding rounds on acceptable terms and timelines[29][30] 3 Critical Accounting Judgements and Key Sources of Estimation Uncertainty Critical accounting judgments include the eligibility for research and development tax relief under the Enhanced R&D Intensive Support (ERIS) scheme, where the Company determined it does not meet the definition of a large company, while key estimation uncertainties relate to the January 2025 Offering, specifically the fair value allocation of proceeds to ordinary shares and warrants using a Black-Scholes-Merton model - The Company's most significant estimates relate to the January 2025 Offering and the valuations of financial liabilities at fair value through profit and loss, including Convertible Senior Secured Notes[32] - Management concluded the Company qualifies for the Enhanced R&D Intensive Support (ERIS) scheme, not being defined as a large company, and recognized relief under this scheme[36] - For the January 2025 Offering, proceeds from the issuance of ordinary shares and warrants were allocated based on their proportionate fair value, determined using a Black-Scholes-Merton model for warrants[39][42] Black-Scholes-Merton Model Inputs for Warrants (January 2025 Offering) | Metric | Tranche A warrants | Tranche B warrants | | :------------------ | :----------------- | :----------------- | | Share price ($) | 5.60 | 5.60 | | Strike price ($) | 6.00 | 7.50 | | Risk free rate (%) | 4.40 | 4.40 | | Time to maturity (years) | 1.6 | 5.0 | | Dividend yield (%) | — | — | | Volatility (%) | 85.00 | 85.00 | - The Tranche A warrants' time to maturity was determined using a probability-weighted approach, considering conditions for early expiry, but as of May 27, 2025, the conditions for early expiry were not met, so they will expire on the five-year anniversary[43][44] 4 Expenses by Nature For the six months ended June 30, 2025, total administrative and research and development expenses decreased to £45,043 thousand from £52,703 thousand in the prior year, primarily due to lower research and development consultancy and components costs, despite an increase in administrative expenses Total Administrative and R&D Expenses (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | :--------- | | Total research and development expenses | 22,791 | 31,951 | (9,160) | -28.7% | | Total administrative costs | 22,101 | 20,710 | 1,391 | 6.7% | | Related party administrative expenses | 151 | 42 | 109 | 259.5% | | Total administrative and research and development expenses | 45,043 | 52,703 | (7,660) | -14.5% | - Research and development consultancy costs decreased significantly from £7,395 thousand in 2024 to £3,134 thousand in 2025 (6 months ended June 30)[49] - Research and development components, parts and tooling costs also saw a substantial reduction from £11,876 thousand in 2024 to £4,333 thousand in 2025 (6 months ended June 30)[49] 5 Share-based Payments Total share-based payment expenses for the six months ended June 30, 2025, decreased to £3,207 thousand from £4,785 thousand in the prior year, with the 2021 Incentive Plan remaining the primary source of options granted, showing a significant increase in outstanding options at period end, while EMI Scheme options decreased Total Share-based Payment Expenses (6 months ended June 30) | Plan | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :----------- | :----------- | :------------- | :--------- | | 2021 Incentive plan | 1,548 | 4,351 | (2,803) | -64.4% | | Enterprise Management Initiative | 65 | 260 | (195) | -75.0% | | Non-Executive Director awards | 1,594 | 174 | 1,420 | 816.1% | | Total | 3,207 | 4,785 | (1,578) | -33.0% | 2021 Incentive Plan Options Outstanding | Metric | June 30, 2025 (Number) | December 31, 2024 (Number) | Change (Number) | Change (%) | | :---------------------- | :--------------------- | :------------------------- | :-------------- | :--------- | | Outstanding, start of period | 1,171,210 | 998,598 | 172,612 | 17.3% | | Granted during the period | 2,252,530 | 397,803 | 1,854,727 | 466.3% | | Outstanding, end of period | 3,282,400 | 1,171,210 | 2,111,190 | 180.3% | - The number of exercisable options under the 2021 Incentive Plan increased significantly from 380,763 at December 31, 2024, to 1,023,239 at June 30, 2025[52] 6 Other Operating (Expense)/Income For the six months ended June 30, 2025, the Group reported an 'Other operating expense' of (£4,895) thousand, a significant decrease from an income of £32,763 thousand in the prior year, primarily due to the absence of the Rolls-Royce settlement income recognized in 2024 and a negative adjustment for R&D Expenditure Credit (RDEC) in 2025 Other Operating (Expense)/Income (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :---------------------- | :----------- | :----------- | :------------- | :--------- | | Government grants | 2,652 | 4,113 | (1,461) | -35.5% | | R&D Expenditure Credit ("RDEC") | (7,553) | 740 | (8,293) | -1120.7% | | Rolls-Royce settlement | — | 27,910 | (27,910) | -100.0% | | Total | (4,895) | 32,763 | (37,658) | -114.9% | - The significant decrease in other operating income is largely attributable to the Rolls-Royce settlement of £27,910 thousand recognized in 2024, which did not recur in 2025[54] - The R&D Expenditure Credit (RDEC) showed a negative amount of (£7,553) thousand in 2025, compared to an income of £740 thousand in 2024, reflecting a reversal of previously recognized tax relief[54][58] 7 Income Tax Credit For the six months ended June 30, 2025, the income tax credit significantly increased to £19,592 thousand from £6,448 thousand in the prior year, primarily due to the recognition of Enhanced R&D Intensive Support (ERIS) and adjustments for prior period R&D tax relief, following a re-evaluation of the Company's eligibility for SME relief Income Tax Credit (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | :--------- | | Enhanced R&D intensive support | 5,892 | — | 5,892 | N/A | | Small and medium-sized Enterprise scheme | — | 6,448 | (6,448) | -100.0% | | Adjustments for R&D tax relief of prior periods | 13,700 | — | 13,700 | N/A | | Total | 19,592 | 6,448 | 13,144 | 203.9% | - The Company recognized £5,892 thousand under the new Enhanced R&D Intensive Support (ERIS) scheme in 2025, replacing the SME scheme for accounting periods beginning on or after April 1, 2024[55][56] - A significant adjustment of £13,700 thousand for R&D tax relief of prior periods was recognized in 2025, resulting from the reversal of RDEC scheme relief and subsequent claim under the SME scheme after determining the Company was not a large company[55][58] 8 Finance Income/(Costs) For the six months ended June 30, 2025, the Group reported a net finance income of £281,308 thousand, a substantial increase from a net finance cost of (£3,629) thousand in the prior year, primarily driven by significant related party finance income from fair value movements on financial liabilities at fair value through profit and loss, and foreign exchange gains Total Finance Income and Costs (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :---------------------- | :----------- | :----------- | :------------- | :--------- | | Total finance income | 28,773 | 7,397 | 21,376 | 289.0% | | Total finance costs | (402) | (11,026) | 10,624 | -96.4% | | Net related party finance income | 252,937 | — | 252,937 | N/A | | Net finance income/(costs) | 281,308 | (3,629) | 284,937 | -7852.8% | - Finance income in 2025 included a significant foreign exchange gain of £27,530 thousand, which was not present in 2024[60] - The substantial net finance income in 2025 was largely due to £258,719 thousand in fair value movements on financial liabilities at fair value through profit and loss from related parties, which was not present in 2024[60] 9 Earnings/(Loss) Per Share For the six months ended June 30, 2025, basic earnings per share significantly improved to £3.13 from a loss of (£0.89) in 2024, driven by a net profit for the period, while diluted earnings per share, however, was (£0.02) in 2025, reflecting the dilutive impact of potential ordinary shares from Convertible Senior Secured Notes Earnings/(Loss) Per Share (6 months ended June 30) | Metric | 2025 (£) | 2024 (£) | Change (£) | Change (%) | | :-------------------------- | :------- | :------- | :--------- | :--------- | | Basic earnings/(loss) per share | 3.13 | (0.89) | 4.02 | -451.7% | | Diluted earnings/(loss) per share | (0.02) | (0.89) | 0.87 | -97.8% | Net Profit/(Loss) for EPS Calculation (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | :--------- | | Net profit/(loss) for the period for basic earnings per share | 250,962 | (17,121) | 268,083 | -1565.8% | | Net loss for the period for diluted earnings per share | (1,975) | (17,121) | 15,146 | -88.4% | - The calculation of diluted EPS for 2025 includes an adjustment for fair value movements on financial liabilities at fair value through profit and loss and in-kind interest, leading to a significantly lower net profit for diluted EPS compared to basic EPS[64] - The weighted average issued shares for diluted EPS in 2025 increased to 117,467,211 from 80,090,993 for basic EPS, due to the assumed conversion of Convertible Senior Secured Notes[64] 10 Share Capital and Reserves As of June 30, 2025, the Company's allotted, called up, and fully paid ordinary shares increased to 84,677,721 from 69,542,515 at December 31, 2024, primarily due to the January 2025 Offering and share issuances under incentive plans, with other reserves also seeing a significant increase driven by warrant reserves and share-based payment reserves Ordinary Shares Allotted and Paid | Metric | June 30, 2025 (No.) | December 31, 2024 (No.) | Change (No.) | Change (%) | | :-------------------------- | :------------------ | :---------------------- | :----------- | :--------- | | Ordinary shares of $0.001 each | 84,677,721 | 69,542,515 | 15,135,206 | 21.8% | Share Issuances During the Period | Source | Shares issued (No.) | Share capital issued (£) | Proceeds received (£'000) | Premium arising (£'000) | | :---------------- | :------------------ | :----------------------- | :------------------------ | :---------------------- | | January 2025 Offering | 15,000,000 | 11,972 | 44,203 | 44,066 | | 2021 Incentive Plan | 129,022 | 89 | — | — | | EMI Scheme | 6,184 | 5 | 11 | 11 | | Total | 15,135,206 | 12,066 | 44,214 | 44,077 | Other Reserves | Reserve | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | Share based payment reserve | 29,183 | 27,073 | 2,110 | 7.8% | | Warrant reserve | 36,693 | 13,475 | 23,218 | 172.3% | | Foreign currency translation reserve | 6,061 | 3,910 | 2,151 | 55.0% | | Total | 126,778 | 99,299 | 27,479 | 27.7% | - The warrant reserve increased significantly by £23,218 thousand, primarily due to the issuance of 7.5 million Tranche A warrants and 7.5 million Tranche B warrants as part of the January 2025 Offering[68] 11 Trade and Other Receivables As of June 30, 2025, total trade and other receivables remained relatively stable at £18,413 thousand compared to £18,297 thousand at December 31, 2024, with a shift in R&D tax relief receivable from the RDEC scheme to the ERIS scheme, and a notable increase in prepayments Trade and Other Receivables | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | R&D tax relief receivable | 5,896 | 8,686 | (2,790) | -32.1% | | Government grants and VAT receivable | 4,005 | 4,349 | (344) | -7.9% | | Prepayments | 8,013 | 4,576 | 3,437 | 75.1% | | Other receivables | 499 | 634 | (135) | -21.3% | | Amounts due from related party | — | 52 | (52) | -100.0% | | Total | 18,413 | 18,297 | 116 | 0.6% | - R&D tax relief receivable shifted from £8,686 thousand under the RDEC scheme at December 31, 2024, to £5,896 thousand under the ERIS scheme at June 30, 2025, reflecting changes in tax relief eligibility[70] - Prepayments increased significantly by 75.1% from £4,576 thousand to £8,013 thousand[70] 12 Trade and Other Payables As of June 30, 2025, trade and other payables falling due within one year remained stable at £15,945 thousand compared to £15,585 thousand at December 31, 2024, with trade payables increasing while accrued expenses and amounts due to related parties decreased Trade and Other Payables (Within One Year) | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | Trade payables | 7,750 | 5,444 | 2,306 | 42.4% | | Accrued expenses | 6,708 | 7,354 | (646) | -8.8% | | Amounts due to related parties | — | 1,900 | (1,900) | -100.0% | | Social security and other taxes | 1,112 | 879 | 233 | 26.5% | | Outstanding defined contribution pension costs | 375 | 8 | 367 | 4587.5% | | Total | 15,945 | 15,585 | 360 | 2.3% | Trade and Other Payables (After More Than One Year) | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | Deferred fees and charges | 3,649 | 3,991 | (342) | -8.6% | - Amounts due to related parties decreased to zero at June 30, 2025, from £1,900 thousand at December 31, 2024[73] 13 Warrants The Company has both warrant liabilities at fair value through profit and loss and warrants recognized within equity, with warrant liabilities, including Public Warrants and Convertible Notes Warrants, increasing in fair value to £704 thousand at June 30, 2025, while warrants recognized within equity, such as Tranche A, Tranche B, SF, and Virgin Atlantic Warrants, significantly increased the warrant reserve due to new issuances Warrant Liability at Fair Value Through Profit and Loss | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | Warrant liability | 704 | 434 | 270 | 62.2% | - The fair value of warrant liabilities increased by £324 thousand during the period, partially offset by exchange differences[74] Warrants Recognized Within Equity | Warrant Type | June 30, 2025 (No.) | December 31, 2024 (No.) | Warrant reserve June 30, 2025 (£'000) | Warrant reserve December 31, 2024 (£'000) | | :-------------------- | :------------------ | :---------------------- | :------------------------------------ | :---------------------------------------- | | Tranche A Warrants | 7,500,000 | — | 9,006 | — | | Tranche B Warrants | 7,500,000 | — | 14,212 | — | | SF Warrants | 50,000,000 | 50,000,000 | 3,907 | 3,907 | | Virgin Atlantic Warrants | 2,625,000 | 2,625,000 | 8,558 | 8,558 | | MWC Option | 2,000,000 | 2,000,000 | 1,010 | 1,010 | | Outstanding, end of period | 69,625,000 | 54,625,000 | 36,693 | 13,475 | - The issuance of 7.5 million Tranche A warrants and 7.5 million Tranche B warrants on January 24, 2025, in connection with the January 2025 Offering, significantly contributed to the increase in the warrant reserve[76] 14 Financial Liabilities at Fair Value Through Profit and Loss Financial liabilities at fair value through profit and loss, primarily consisting of Convertible Senior Secured Notes, decreased significantly to £239,776 thousand at June 30, 2025, from £524,242 thousand at December 31, 2024, mainly due to fair value movements and exchange differences, following a substantial modification and partial conversion of the notes in December 2024 Convertible Senior Secured Notes (Mudrick) | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | Change (£'000) | Change (%) | | :-------------------------- | :-------------------- | :------------------------ | :------------- | :--------- | | As at period end | 239,776 | 524,242 | (284,466) | -54.3% | - The decrease in the liability was driven by fair value movements of (£258,719) thousand and exchange differences on translation of (£31,529) thousand[80] - In December 2024, the Convertible Senior Secured Notes underwent a substantial modification, increasing the interest rate, extending the maturity date, and providing for fixed conversion prices, which was accounted for as an extinguishment and recognition of a new liability[82][83] - Following the modification, approximately $130 million in principal amount of the notes was converted into 47,343,585 ordinary shares[84] - As of June 30, 2025, £7,298 thousand in cash at bank is restricted to comply with a covenant requiring a minimum cash balance of at least $10 million[86] 15 Financial Instruments The Company classifies its financial instruments into fair value hierarchy levels, with financial liabilities at fair value through profit and loss (Convertible Senior Secured Notes) categorized in Level 3, and warrant liabilities in Level 2, while the fair value of the Convertible Senior Secured Notes decreased to £239,776 thousand at June 30, 2025, estimated using an option pricing model with updated inputs Carrying and Fair Value of Financial Liabilities | Metric | June 30, 2025 (£'000) | December 31, 2024 (£'000) | | :------------------------------------ | :-------------------- | :------------------------ | | Financial liabilities at fair value through profit and loss | 239,776 | 524,242 | | Warrant liabilities | 704 | 434 | | Total | 240,480 | 524,676 | - Warrants are categorized in Level 2 of the fair value hierarchy, while financial liabilities at fair value through profit and loss (Convertible Senior Secured Notes) are categorized in Level 3[88] - The fair value of the Convertible Senior Secured Notes is estimated using an option pricing model, considering inputs such as share price, conversion price, interest rate, credit spread, risk-free rate, expected life, and volatility[89][92] Valuation Inputs for Convertible Senior Secured Notes | Input | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Share price ($) | 6.77 | 12.58 | | Conversion price ($) | 3.50 | 3.50 | | Interest rate (%) | 12.00 | 12.00 | | Credit spread (%) | 43.50 | 40.64 | | Risk free rate (%) | 3.70 | 4.40 | | Expected life (years) | 3.50 | 4.00 | | Dividend yield (%) | — | — | | Volatility (%) | 85.00 | 85.00 | 16 Financial Risk Management and Impairment of Financial Assets The Group is exposed to market risk (primarily foreign exchange), credit risk, and liquidity risk, with minimal credit risk exposure for trade receivables, significant foreign exchange risk due to USD-denominated Convertible Senior Secured Notes, and liquidity risk managed through cash flow forecasts, though its ability to meet obligations beyond mid-2026 is uncertain without additional funding - The Group's activities expose it to market risk (foreign exchange rates, interest rates, equity prices), credit risk, and liquidity risk[95] - Maximum credit exposure at June 30, 2025, was £499 thousand, primarily from other receivables, with no significant expected credit losses for trade receivables[97][99] - The Group is exposed to material foreign exchange risk due to significant USD-denominated Convertible Senior Secured Notes relative to USD deposits and cash held[101] - Liquidity risk is managed through short and long-term cash flow forecasts, but the Group's ability to continue as a going concern is highly dependent on securing additional funding to meet operational needs beyond mid-2026[102][104] Maturity Analysis of Financial Liabilities (June 30, 2025) | Liability | Within 1 year (£'000) | Between 2 and 5 years (£'000) | After more than 5 years (£'000) | Total (£'000) | | :-------------------------- | :-------------------- | :---------------------------- | :------------------------------ | :------------ | | Trade and other payables | 14,458 | 3,649 | — | 18,107 | | Lease liabilities | 831 | 1,241 | 411 | 2,483 | | Convertible senior secured notes | — | 100,995 | — | 100,995 | | Total | 15,289 | 105,885 | 411 | 121,585 | 17 Related Party Transactions Key management personnel compensation increased to £2,988 thousand for the six months ended June 30, 2025, primarily due to higher share-based payments, while the Company also had significant transactions with Mudrick Capital, including fair value gains on Convertible Senior Secured Notes and investments in the January and July 2025 Offerings, and with Stephen Fitzpatrick for services and an unexercised option Key Management Personnel Compensation (6 months ended June 30) | Metric | 2025 (£'000) | 2024 (£'000) | Change (£'000) | Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | :--------- | | Salaries and other short term employee benefits | 712 | 624 | 88 | 14.1% | | Payments to defined contribution pension schemes | 10 | 7 | 3 | 42.9% | | Share-based payments | 2,266 | 1,325 | 941 | 71.0% | | Total | 2,988 | 1,957 | 1,031 | 52.7% | - New Board members were appointed, including Dómhnal Slattery as chairman, while several members resigned during the period[107] - Stuart Simpson and Dómhnal Slattery were awarded substantial share options in January and July 2025, with anti-dilution provisions to maintain their respective holdings[107][109] - The Company recognized fair value gains of £258,719 thousand and interest charges of £5,782 thousand in relation to Convertible Senior Secured Notes with Mudrick Capital[110] - Mudrick Capital invested $25 million in the January 2025 Offering for 4,166,666 Units (shares and warrants) and $12.5 million in the July 2025 Offering for 2,500,000 shares[111] - Stephen Fitzpatrick's controlled company, Imagination Industries Investments Ltd, provided services totaling £151 thousand to the Group during the first six months of 2025[113] 18 Non-Adjusting Events After the Reporting Period In July 2025, subsequent to the reporting period, the Company completed a public offering of 13,800,000 ordinary shares, generating aggregate gross proceeds of $69 million - The Company launched and closed the July 2025 Offering on July 10, 2025, consisting of a public offering of 13,800,000 ordinary shares[114] - The July 2025 Offering generated aggregate gross proceeds of $69 million, before deducting underwriting discounts and commissions and other offering expenses[114]