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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 2 Common Stock, par value $0.001 01/16/2026 false 0001580864 92918V307 Vroom, Inc. 4700 Mercantile Dr. Fort Worth TX 76137 Jason Mudrick 646 747-9500 527 Madison Ave, 6th Floor New York NY 10022 0001655183 N Mudrick Capital Management, L.P. b OO N DE 0.00 3967251.00 0.00 3967251.00 3967251.00 N 76.3 PN Rows 8, 10 and 11 include 3,967,251 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Capital Management, LLC b OO N DE 0.00 3967251.00 0.00 3967251.00 3967251.00 N 76.3 OO Rows 8, 10 and 11 include 3,967,251 shares of Common Stock of 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Jason Mudrick b OO N X1 0.00 3967251.00 0.00 3967251.00 3967251.00 N 76.3 IN Rows 8, 10 and 11 include 3,967,251 shares of Common Stock of 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity Fund Global, L.P. b OO N E9 0.00 1058822.00 0.00 1058822.00 1058822.00 N 20.4 PN Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick GP, LLC b OO N DE 0.00 1058822.00 0.00 1058822.00 1058822.00 N 20.4 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity Drawdown Fund II GP, LLC b OO N DE 0.00 793080.00 0.00 793080.00 793080.00 N 15.3 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity Drawdown Fund III, L.P. b OO N DE 0.00 44746.00 0.00 44746.00 44746.00 N 0.9 PN Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity Drawdown Fund III GP, LLC b OO N DE 0.00 44746.00 0.00 44746.00 44746.00 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y 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 OO Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity SIF Master Fund, L.P. b OO N DE 0.00 182936.00 0.00 182936.00 182936.00 N 3.5 PN Row 13 is based on 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Y Mudrick Distressed Opportunity SIF GP, LLC b OO N DE 0.00 182936.00 0.00 182936.00 182936.00 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 5,199,620 shares of Common Stock of the Issuer outstanding as of November 6, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on November 10, 2025. Common Stock, par value $0.001 Vroom, Inc. 4700 Mercantile Dr. Fort Worth TX 76137 This Amendment No. 2 ("Amendment No. 2") 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. 2 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. 2 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: The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 4. Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: 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. Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: 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. Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: 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. Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows: 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. Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows: Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: As disclosed by the Issuer on January 21, 2026 in a Form 8-K filed with the Commission, on January 16, 2026, Vroom Automotive LLC, a subsidiary of the Issuer ("Vroom Automotive"), amended and restated its limited liability company agreement (the "Vroom Automotive LLCA") and issued Vroom Automotive Preferred Units (as defined in therein) to SPE HOLDINGS 2026-1, a Delaware statutory trust ("SPE Holdings"). In connection with the issuance of the Vroom Automotive Preferred Units, the Issuer, Vroom Automotive and SPE Holdings entered into a letter agreement with Mudrick Capital Management, L.P. ("MCM") pursuant to which MCM agreed to vote (or cause to be voted) all shares of Common Stock beneficially owned by MCM in favor of any proposal to be voted upon at a meeting of Vroom stockholders or in writing relating to the redemption of the Vroom Automotive Preferred Units held by SPE Holdings in accordance with the terms of the Vroom Automotive LLCA. The description of the letter agreement is qualified in its entirety by reference to the full text of the agreement, which is attached to this Amendment No. 2 as Exhibit 1. Exhibit 1: Letter Agreement between Vroom, Inc. and Mudrick Capital Management, L.P. (filed herewith) Mudrick Capital Management, L.P. By: Mudrick Capital Management, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 Mudrick Capital Management, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 Jason Mudrick /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 Mudrick Distressed Opportunity Fund Global, L.P. By: Mudrick GP, LLC, its general partner /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 Mudrick GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 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 01/21/2026 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 01/21/2026 Mudrick Distressed Opportunity Drawdown Fund II GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 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 01/21/2026 Mudrick Distressed Opportunity Drawdown Fund III GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 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 01/21/2026 Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026 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 01/21/2026 Mudrick Distressed Opportunity SIF GP, LLC /s/ Jason Mudrick Jason Mudrick/Sole Member 01/21/2026