Vroom, Inc.
76.50%
3,952,231
1580864
92918V307
Jan 13, 2025
Jan 22, 2025, 07:42 AM
Reporting Persons (14)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Mudrick Capital Management, L.P. | Partnership | 76.50% | 3,952,231 | 0 | 3,952,231 |
| Mudrick Capital Management, LLC | Other | 76.50% | 3,952,231 | 0 | 3,952,231 |
| Jason Mudrick | Individual | 76.50% | 3,952,231 | 0 | 3,952,231 |
| Mudrick Distressed Opportunity Fund Global, L.P. | Partnership | 20.50% | 1,058,822 | 0 | 1,058,822 |
| Mudrick GP, LLC | Other | 20.50% | 1,058,822 | 0 | 1,058,822 |
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | Other | 15.40% | 793,080 | 0 | 793,080 |
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | Partnership | 14.00% | 725,385 | 0 | 725,385 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | Partnership | 3.90% | 200,657 | 0 | 200,657 |
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | Other | 3.90% | 200,657 | 0 | 200,657 |
| Mudrick Distressed Opportunity SIF GP, LLC | Other | 3.50% | 181,163 | 0 | 181,163 |
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | Partnership | 3.50% | 181,163 | 0 | 181,163 |
| Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. | Partnership | 1.30% | 67,695 | 0 | 67,695 |
| Mudrick Distressed Opportunity Drawdown Fund III, L.P. | Partnership | 0.90% | 44,005 | 0 | 44,005 |
| Mudrick Distressed Opportunity Drawdown Fund III GP, LLC | Other | 0.90% | 44,005 | 0 | 44,005 |
Disclosure Items (7)
Common Stock, par value $0.001 per share
Vroom, Inc.
4700 Mercantile Dr., Fort Worth, TX, 76137
This Schedule 13D is being jointly filed by Mudrick Capital Management, L.P. ("MCM"), Mudrick Capital Management, LLC ("MCM GP"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, L.P. ("Global LP"), Mudrick GP, LLC ("Mudrick GP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Drawdown II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Drawdown II SC"), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Drawdown II GP"), Mudrick Distressed Opportunity Drawdown Fund III, L.P. ("Drawdown III"), Mudrick Distressed Opportunity Drawdown Fund III GP, LLC ("Drawdown III GP"), Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. ("DISL"), Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC ("DISL GP"), Mudrick Distressed Opportunity SIF Master Fund, L.P. ("SIF"), and Mudrick Distressed Opportunity SIF GP, LLC ("SIF GP"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. Drawdown III GP is the general partner of Drawdown III and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown III. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer directly held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, Drawdown III GP, MCM GP, DISL GP and SIF GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, Drawdown III, DISL, SIF and certain accounts managed by MCM. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any of the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities covered by this Schedule 13D for any purposes other than for purposes of Section 13(d) of the Exchange Act. Pursuant to Rule 13d-1(k)(1) under the Exchange Act, a joint filing agreement among the Reporting Persons is attached as Exhibit 1 to this Schedule 13D and incorporated herein by reference.
527 Madison Avenue, 6th Floor, New York, NY 10022
The principal business of the Reporting Persons is investing in securities. The principal business of MCM is acting as the investment manager to the Reporting Persons. The principal business of MCM GP is acting as the general partner of MCM. The principal business of Mudrick GP is acting as the general partner of Global LP. The principal business of Drawdown II GP is acting as the general partner of Drawdown II and Drawdown II SC. The principal business of Drawdown III GP is acting as the general partner of Drawdown III. The principal business of DISL GP is acting as the general partner of DISL. The principal business of SIF GP is acting as the general partner of SIF. The principal occupation of Mr. Mudrick is serving as the sole member of each of MCM GP, Mudrick GP, Drawdown II GP, Drawdown III GP, DISL GP and SIF GP.
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The responses set forth in row 6 of the cover pages of this Schedule 13D are incorporated by reference in this Item 2(f).
The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 3, as applicable.
The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
Except as set forth herein, the Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past 60 days.
Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities owned by such Reporting Person.
Not Applicable.
The responses to Items 2, 3, 4 and 5 of this Schedule 13D are incorporated into this Item 6 by reference. Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any third person with respect to the Common Stock.
1. Joint Filing Agreement, dated as of January 22, 2025, by and among the Reporting Persons.