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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-25-005058 0001655183 XXXXXXXX LIVE 1 Common Stock, par value $0.001 per share 02/18/2025 false 0001580864 92918V307 Vroom, Inc. 4700 Mercantile Dr. Fort Worth TX 76137 Jason Mudrick (646) 747-9500 527 Madison Avenue, 6th Floor New York NY 10022 0001655183 N Mudrick Capital Management, L.P. b OO N DE 0.00 3952231.00 0.00 3952231.00 3952231.00 N 76.5 PN Rows 8, 10 and 11 include 3,952,231 shares of common stock ("Common Stock") of Vroom, Inc. (the "Issuer") directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001730922 N Mudrick Capital Management, LLC b OO N DE 0.00 3952231.00 0.00 3952231.00 3952231.00 N 76.5 OO Rows 8, 10 and 11 include 3,952,231 shares of common stock ("Common Stock") of Vroom, Inc. (the "Issuer") directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001367262 N Jason Mudrick b OO N X1 0.00 3952231.00 0.00 3952231.00 3952231.00 N 76.5 IN Rows 8, 10 and 11 include 3,952,231 shares of common stock ("Common Stock") of Vroom, Inc. (the "Issuer") directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity Drawdown Fund III, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P. in the aggregate. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001813628 N Mudrick Distressed Opportunity Fund Global, L.P. b OO N E9 0.00 1058822.00 0.00 1058822.00 1058822.00 N 20.5 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001656059 N Mudrick GP, LLC b OO N DE 0.00 1058822.00 0.00 1058822.00 1058822.00 N 20.5 OO Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Fund Global, L.P. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001763080 N Mudrick Distressed Opportunity Drawdown Fund II, L.P. b OO N DE 0.00 725385.00 0.00 725385.00 725385.00 N 14.0 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001813394 N Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. b OO N DE 0.00 67695.00 0.00 67695.00 67695.00 N 1.3 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001813765 N Mudrick Distressed Opportunity Drawdown Fund II GP, LLC b OO N DE 0.00 793080.00 0.00 793080.00 793080.00 N 15.4 OO Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0002024855 N Mudrick Distressed Opportunity Drawdown Fund III, L.P. b OO N DE 0.00 44005.00 0.00 44005.00 44005.00 N 0.9 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0002051254 N Mudrick Distressed Opportunity Drawdown Fund III GP, LLC b OO N DE 0.00 44005.00 0.00 44005.00 44005.00 N 0.9 OO Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund III, L.P. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001860577 N Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. b OO N DE 0.00 200657.00 0.00 200657.00 200657.00 N 3.9 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001959099 N Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC b OO N DE 0.00 200657.00 0.00 200657.00 200657.00 N 3.9 OO Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001875540 N Mudrick Distressed Opportunity SIF Master Fund, L.P. b OO N DE 0.00 181163.00 0.00 181163.00 181163.00 N 3.5 PN Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. 0001959041 N Mudrick Distressed Opportunity SIF GP, LLC b OO N DE 0.00 181163.00 0.00 181163.00 181163.00 N 3.5 OO Rows 8, 10 and 11 reflect beneficial ownership as the general partner of Mudrick Distressed Opportunity SIF Master Fund, L.P. Row 13 is based on 5,163,109 shares of Common Stock of the Issuer outstanding as of January 14, 2025, as set forth in the Form 8-K filed by the Issuer with the Commission on January 15, 2025. Common Stock, par value $0.001 per share Vroom, Inc. 4700 Mercantile Dr. Fort Worth TX 76137 This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 22, 2025, and relates to the common stock, par value $0.0001 per share ("Common Stock"), of Vroom, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D. This Item 4 of the Schedule 13D is amended and supplemented as follows: On February 18, 2025, Mr. Mudrick entered into a board observer agreement (the "Board Observer Agreement") with the Issuer. Pursuant to the terms and conditions of the Board Observer Agreement, Mr. Mudrick may attend meetings of the Board of Directors of the Company and its committees as a non-voting observer, subject to certain exceptions. The Board Observer Agreement requires the Company to reimburse Mr. Mudrick for the reasonable and documented out-of-pocket expenses, including, but not limited to, travel expenses, incurred by Mr. Mudrick in connection with attending meetings of the Board and/or its committees. Mr. Mudrick is not entitled to any fees in connection with his role as an observer. Mr. Mudrick's rights as an observer may be terminated (i) by the vote of a majority of the Board, upon 30 days' notice or (ii) by Mr. Mudrick, in his sole discretion. The foregoing description of the Board Observer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 1 to this Amendment 1. This Item 6 of the Schedule 13D is amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference into this Item 6. 1. Board Observer Agreement, dated as of February 18, 2025, by and among Jason Mudrick and Vroom, Inc. 2. Joint Filing Agreement, dated as of February 20, 2025, by and among the Reporting Persons. Mudrick Capital Management, L.P. By: Mudrick Capital Management, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Capital Management, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Jason Mudrick /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Fund Global, L.P. By: Mudrick GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Drawdown Fund II, L.P. By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Drawdown Fund II GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Drawdown Fund III, L.P. By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity Drawdown Fund III GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity SIF Master Fund, L.P. By: Mudrick Distressed Opportunity SIF GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025 Mudrick Distressed Opportunity SIF GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 02/20/2025