VRM 8-K
Vroom, Inc. (VRM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On October 9, 2025, Vroom, Inc. ("Vroom"), United Auto Credit Corporation ("UACC") and its indirect subsidiary Darkwater Funding LLC ("Darkwater" and, together with Vroom and UACC, the “Borrowers”)) entered into an amendment (the "Amendment") to that certain loan and security agreement (the "Credit Agreement"), dated as of March 8, 2025, by and among Vroom, UACC, and Darkwater as co-borrowers, with Mudrick Capital Management, L.P., as administrative agent, and the lenders party thereto.
The Amendment amends the Credit Agreement to, among other things, amend the definition of “Maximum Facility Amount” from $25,000,000 to $35,000,000 (the "Facility") effective as of September 30, 2025, and replace Schedule E to reflect the updated lender commitment amounts. In connection with the Amendment, Darkwater reaffirmed the security interest granted to the administrative agent for the benefit of the secured parties in the collateral securing the Borrowers’ obligations under the Credit Agreement. Except as expressly amended by the Amendment, the terms and conditions of the Credit Agreement, including the collateral package, covenants, maturity, interest provisions, and other terms previously disclosed, remain in full force and effect.
As of September 30, 2025, the Borrowers have not drawn against the Facility.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as an exhibit to this Current Report and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VROOM, INC. |
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Date: |
October 10, 2025 |
By: |
/s/ Jonathan Sandison |
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Name: Jonathan Sandison |
Execution Version
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement” or the “First Amendment”) is dated as of October 9, 2025, by and among Vroom, Inc., a Delaware corporation, Darkwater Funding, LLC, a Delaware limited liability company (the “Residual Holder”), and United Auto Credit Corporation, a California corporation (each, a “Borrower” and together the “Borrowers”), Mudrick Capital Management, L.P., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party hereto (each, a “Lender” and collectively the “Lenders”).
RECITALS
WHEREAS, the parties hereto are party to that certain Loan and Security Agreement, dated as of March 8, 2025, by and among the Borrowers, the Administrative Agent, and the Lenders party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, as amended by this agreement, the “Amended Credit Agreement”);
WHEREAS, the parties hereto wish to amend the definition of “Maximum Facility Amount” and Schedule E of the Credit Agreement to increase the total commitment amount to
$35,000,000;
WHEREAS, the parties hereto intend to make the increase to the total commitment amount contemplated by this Agreement effective as of September 30, 2025;
WHEREAS, this Agreement constitutes an amendment for purposes of Section 11.1 of the Credit Agreement that will increase the Commitment Amount of each Lender and, as such, requires the prior written consent of each Lender;
WHEREAS, the Borrowers, the Administrative Agent and the Lenders party hereto (constituting all of the Lenders under the Credit Agreement) have agreed to the amendments set forth herein on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
hereby deleted in its entirety and replaced with the following definition:
““Maximum Facility Amount” means $35,000,000.”; and
[Signature Pages Follow]
The Borrowers
DARKWATER FUNDING, LLC, as Borrower
VROOM, INC., as Borrower
By: /s/ Jonathan Sandison By: /s/ Jonathan Sandison
Name: Jonathan Sandison Name: Jonathan Sandison
Title: Chief Financial Officer Title: Chief Financial Officer
UNITED AUTO CREDIT CORPORATION, as
Borrower
By: /s/ Jonathan Sandison
Name: Jonathan Sandison
Title: Chief Financial Officer
MUDRICK CAPITAL MANAGEMENT, L.P., as Administrative Agent
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
BLACKWELL PARTNERS LLC - SERIES A, as a Lender
By: Mudrick Capital Management, L.P., its Investment Manager
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
BOSTON PATRIOT BATTERYMARCH ST LLC, as a Lender
By: Mudrick Capital Management, L.P., its Investment Manager
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK CAV MASTER, LP, as a Lender
By: Mudrick Capital Management, L.P., its Investment Manager
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY 2020 DISLOCATION FUND, L.P., as a Lender
By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II SC, L.P., as a Lender
By: Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, L.P., as a Lender
By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND III, L.P., as a Lender
By: Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P., as a Lender
By: Mudrick GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
MUDRICK DISTRESSED OPPORTUNITY SIF MASTER FUND, L.P., as a Lender
By: Mudrick Distressed Opportunity SIF GP, LLC, its General Partner
By: /s/ Glenn Springer
Name: Glenn Springer
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Credit Agreement]
EXHIBIT A
SCHEDULE E
LENDER COMMITMENT AMOUNTS
Lender |
Commitment Amount |
BLACKWELL PARTNERS LLC - SERIES A |
$5,396,300.21 |
BOSTON PATRIOT BATTERYMARCH ST LLC |
$7,268,797.05 |
MUDRICK CAV MASTER, LP |
$2,163,904.39 |
MUDRICK DISTRESSED OPPORTUNITY 2020 DISLOCATION FUND, L.P. |
$1,776,969.77 |
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II SC, L.P. |
$599,490.51 |
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, L.P. |
$6,423,833.78 |
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND III, L.P. |
$389,697.61 |
MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P. |
$9,376,671.05 |
MUDRICK DISTRESSED OPPORTUNITY SIF MASTER FUND, L.P. |
$1,604,335.63 |
Total |
$35,000,000.00 |