Filing Details

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 convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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 Common Stock reported in this Schedule 13D was acquired by the Reporting Persons in exchange for indebtedness of the Debtor (as defined below) in connection with the emergence from bankruptcy proceedings of the Issuer, as described below. On November 13, 2024, Vroom, Inc. (in the context of the Prepackaged Chapter 11 Case, the "Debtor") commenced a voluntary proceeding (the "Prepackaged Chapter 11 Case") under Chapter 11 of the United States Code, 11 U.S.C. ss.ss. 101-1532, as amended from time to time, in the United States Bankruptcy Court for the Southern District of Texas (the "Court") under the name "In re Vroom, Inc." On January 8, 2025, the Court entered an order (the "Confirmation Order") confirming a prepackaged plan of reorganization (the "Plan") of the Debtor. On January 14, 2025 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtor emerged from the Prepackaged Chapter 11 Case. On the Effective Date, pursuant to the terms of the Plan and the Confirmation Order, the Debtor's common stock outstanding immediately before the Effective Date was canceled and is of no further force or effect, and the new organizational documents of the Issuer became effective, authorizing the issuance of shares of Common Stock representing 100% of the equity interests in the Issuer. In accordance with the foregoing, on the Effective Date, the Issuer, as reorganized on the Effective Date in accordance with the Plan and the Confirmation Order, issued (i) 5,163,109 shares of Common Stock, which included 3,952,231 shares of Common Stock, in the aggregate, issued to certain of the Reporting Persons in respect of the Debtor's 0.75% Convertible Senior Notes due 2026 (as further described herein), and (ii) warrants exercisable for an aggregate of 364,516 shares of Common Stock at an initial exercise price of $60.95 per share for a 5-year period commencing on the Effective Date. Accordingly, pursuant to the Plan, the Reporting Persons, as holders of the Debtor's 0.75% Convertible Senior Notes due 2026 outstanding immediately prior to the Effective Date, received Common Stock comprising approximately 76.5% of the Common Stock of the Issuer outstanding immediately following the Effective Date. The shares of Common Stock directly held by the Reporting Persons include: 1,058,822 by Global LP; 725,385 by Drawdown II; 67,695 by Drawdown II SC; 44,005 by Drawdown III; 200,657 by DISL; 181,163 by SIF; and 1,674,504 by certain accounts managed by MCM. In connection with the Issuer's emergence from the Prepackaged Chapter 11 Case, Matthew Pietroforte, a managing director of MCM, was appointed to serve on the board of directors of the Issuer (the "Board") on January 14, 2025. The shares of Common Stock reported herein are held by the Reporting Persons for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and consider such other factors relevant to the Reporting Persons, which could include the price and availability of the Common Stock, the Issuer's business and the Issuer's prospects, applicable legal, contractual or policy restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. Without limiting the generality of the preceding sentence, any or all of the Reporting Persons (in each case, subject to any applicable restrictions under law) may at any time or from time to time (i) sell, transfer, distribute or otherwise dispose of all or a portion of its Common Stock in public or private transactions, including in registered offerings, through block trades or open market transactions, (ii) purchase, receive in a distribution or other transfer, or otherwise acquire (including in respect of any equity compensation paid to Mr. Pietroforte) Common Stock in public or private transactions, (iii) enter into derivatives or hedging transactions relating to Common Stock, and/or (iv) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Act, on such terms and at such time as the Reporting Persons may deem advisable. Subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

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.