Vroom, Inc.
An automotive company that lends money to car buyers and powers dealer analytics. Through its United Auto Credit arm, it finances used vehicles for people with less-than-perfect credit through a nationwide dealer network, while its CarStory business uses artificial intelligence to value cars for dealerships. It was founded in 2012 as AutoAmerica and renamed Vroom in 2015 — a playful nod to the rev of an engine — and once sold used cars directly online before winding down that business and restructuring. Its founders chose the name to capture the thrill of starting a car.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Mudrick Capital Management, L.P. | 13D/AActivist | 76.2% | 3.97M | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Capital Management, LLC | 13D/AActivist | 76.2% | 3.97M | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Jason Mudrick | 13D/AActivist | 76.2% | 3.97M | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity Fund Global, L.P. | 13D/AActivist | 20.3% | 1.06M | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick GP, LLC | 13D/AActivist | 20.3% | 1.06M | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity Drawdown Fund II GP, LLC | 13D/AActivist | 15.2% | 793.1K | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity Drawdown Fund II, L.P. | 13D/AActivist | 13.9% | 725.4K | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. | 13D/AActivist | 3.9% | 200.7K | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC | 13D/AActivist | 3.9% | 200.7K | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||
| Mudrick Distressed Opportunity SIF Master Fund, L.P. | 13D/AActivist | 3.5% | 182.9K | Jun 3, 2026 |
This Item 4 of the Schedule 13D is amended and supplemented as follows: On May 14, 2026, Mudrick Capital Management, L.P., on behalf of certain of the Reporting Persons ("MCM") entered into an Exchange and Subscription Agreement (the "Exchange Agreement") with the Issuer and a collateral agent, pursuant to which MCM agreed to acquire from the Issuer up to $22 million aggregate principal amount of Senior Secured Delayed Draw Convertible Notes due 2032 (the "Notes"), of which $8.0 million were issued on the same date in respect of $8.0 million in aggregate principal amount of notes outstanding under a delayed draw term loan facility. On May 29, 2026, MCM acquired an additional $7.5 million in Notes pursuant to the subsequent funding notice delivered by the Issuer, leaving $6.5 million of remaining delayed draw commitments that the Issuer may request from MCM, in each case, pursuant to the Exchange Agreement. The Notes shall accrue interest at a rate per annum of 5.0%, computed on the basis of a 360 day year and the actual number of days elapsed, from and including the issue date to and excluding the Maturity Date, or earlier redemption and payment in full, which interest shall be paid quarterly on the last day of each of March, June, September and December. Additionally, subject to specified limitations under the terms of the Notes, MCM may convert the Notes on and after April 1, 2032, and the Notes may also become convertible in connection with certain specified corporate events. The Company may settle conversions in shares of common stock, cash or a combination thereof. The conversion price for each Note will equal 120% of the applicable reference price, determined at signing for Notes issued at the closing and at the applicable funding notice date for any Additional Notes. | ||||