[D] Vroom, Inc. SEC Filing

Rhea-AI Filing Summary

Vroom, Inc. filed a Form D reporting a Regulation D exempt offering under Rule 506(b). The filing states a total offering amount of $10,000,000, with $10,000,000 sold and $0 remaining. The offering reports a first sale date of 2025-08-29. The issuer is incorporated in Delaware and lists its principal place of business in Fort Worth, Texas. No sales commissions or finders’ fees were paid and no proceeds were paid to executive officers, directors, or promoters. The filing indicates one investor has invested to date and the issuer does not intend the offering to last more than one year.

Positive

• $10,000,000 total offering and $10,000,000 sold, indicating the placement was fully subscribed
• No sales commissions or finders' fees were paid, preserving gross proceeds for the issuer
• Filing states $0 of proceeds were used to pay executive officers, directors, or promoters

Negative

• Only one investor reported, which may concentrate ownership and limit broader investor participation
• The Form D does not disclose the specific security terms (interest rate, maturity, conversion), restricting assessment of dilution or financial obligations

Insights

Securities Analyst

TL;DR: Completed $10.0M Rule 506(b) placement with no fees and one investor; limited near-term dilution or financing impact disclosed.

The filing documents a completed exempt offering totaling $10,000,000 under Rule 506(b). No sales commissions or finders' fees were paid, which preserves more proceeds for corporate use. The disclosure that $0 remains to be sold indicates the placement is fully subscribed as reported. The presence of a single investor and a minimum investment of $0 are notable details for cap table impact assessment but the filing does not state the security terms or intended use of proceeds beyond payments to insiders being $0, limiting assessment of dilution and liquidity effects.

Corporate Governance Expert

TL;DR: Filing shows formal compliance with Reg D processes; signatures and officer roles are properly disclosed.

The Form D identifies key officers and directors and is signed by the issuer's Chief Legal Officer, indicating procedural compliance. The disclosure that no proceeds were paid to named insiders and no broker-dealer compensation was paid reduces potential governance conflicts tied to the offering. However, the filing lacks specifics on the security type beyond 'debt' selection and does not disclose investor rights or documentation, which constrains evaluation of governance implications for minority investors.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001580864

AutoAmerica, Inc.

CM Partners III, Corp.

Auto America, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Vroom, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Vroom, Inc.
Street Address 1		Street Address 2
4700 Mercantile Drive
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Fort Worth	TEXAS	76137	917-451-9855

3. Related Persons

Last Name	First Name	Middle Name
Mylod, Jr.	Robert	J.
Street Address 1	Street Address 2
480 Pierce St., Ste. 240
City	State/Province/Country	ZIP/PostalCode
Birmingham	MICHIGAN	48009

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board

Last Name	First Name	Middle Name
Krakowiak	Robert	R.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Vice Chair of the Board

Last Name	First Name	Middle Name
Crow	Timothy	M.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Farello	Michael	J.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pietroforte	Matthew	J.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
O'Shaughnessy	Laura	G.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Patel	Nikul
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shortt	Thomas	H.
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer, Director, and President and Chief Executive Officer of UACC

Last Name	First Name	Middle Name
Sandison	Jonathan
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Corrales	Anna-Lisa
Street Address 1	Street Address 2
c/o Vroom, Inc.	4700 Mercantile Dr.
City	State/Province/Country	ZIP/PostalCode
Fort Worth	TEXAS	76137

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Legal Officer, Chief Compliance Officer and Secretary

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$10,000,000	USD	or Indefinite
Total Amount Sold	$10,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

No sales commissions or finders' fees were paid in connection with the offering.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

No sales commissions or finders' fees were paid in connection with the offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
VROOM, INC.	/s/ Anna-Lisa Corrales	Anna-Lisa Corrales	Chief Legal Officer, Chief Compliance Officer and Secretary	2025-09-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much did Vroom, Inc. (VRM) raise in the Form D offering?

The Form D reports a total offering amount of $10,000,000 and $10,000,000 sold.

Under which exemption was Vroom's offering filed?

The offering was filed under Rule 506(b) of Regulation D.

When was the first sale reported for VRM's offering?

The Form D lists the date of first sale as 2025-08-29.

Were any sales commissions or finders' fees paid for the offering?

No. The filing states $0 in sales commissions and finders' fees were paid.

How many investors participated in the offering?

The filing reports a total of 1 investor has invested in the offering.

Did Vroom disclose payments to insiders from the offering proceeds?

The Form D indicates $0 of the gross proceeds were used for payments to executive officers, directors, or promoters.