SecProbe.io

May 26, 2026
Thomas H. Shortt
Chief Executive Officer
Vroom, Inc.
4700 Mercantile Dr.
Fort Worth, TX 76137
Re: Vroom, Inc.
Registration Statement on Form S-3
Filed May 15, 2026
File No. 333-295941
Dear Thomas H. Shortt:
 This is to advise you that we have not reviewed and will not review your registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Christopher Dunham at 202-551-3783 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
 1
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 Vroom, Inc.

 4700 Mercantile Dr.

 Fort Worth, Texas 76137

 May 26, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Vroom, Inc.

 Registration Statement on Form S-3

 File No. 333-295941

 To the addressees set forth above:

 Pursuant to Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Vroom, Inc., respectfully
requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective
at 4:00 P.M. Eastern Time on May 28, 2026, or as soon as practicable thereafter.

 * * * *

 If you have any questions
or require additional information, please contact Courtenay Myers Lima, Esq. of Latham & Watkins LLP at (212) 906-1691. Thank you for
your assistance and cooperation in this matter.

 Very truly yours,

 VROOM, INC.

 By:
 /s/ Jonathan Sandison

 Jonathan Sandison

 Chief Financial Officer

 cc: Thomas H. Shortt, Chief Executive Officer, Vroom, Inc.

 Anna-Lisa Corrales, Chief Legal Officer, Vroom,
Inc.

 Ian D. Schuman, Esq., Latham & Watkins LLP

 Courtenay Myers Lima, Esq., Latham & Watkins LLP

 John Slater, Esq., Latham & Watkins LLP

CORRESP
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 Vroom, Inc.

 4700 Mercantile Dr.

 Fort Worth, TX 76137

 March 26, 2025

 VIA EDGAR TRANSMISSION

 Division of Corporate Finance

 United States Securities and Exchange Commission 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention: Scott Anderegg

 Re: Vroom, Inc.

 Registration Statement on Form S-1 (Registration No.
333-286032)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-286032) (the
"Registration Statement") of Vroom, Inc. (the "Company"). We respectfully request that the Registration Statement
become effective as of 4:00 p.m., Eastern Time, on Friday, March 28, 2025, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Amanda
C. Farrish at (332) 240-1486.

 We understand that the staff of the Securities and Exchange Commission
will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Amanda C. Farrish of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

 Very truly yours,

 Vroom, Inc.

 By:
 /s/ Anna-Lisa C. Corrales

 Name:
 Anna-Lisa C. Corrales

 Title:
 Chief Legal Officer, Chief Compliance
 Officer and
Secretary

 cc: (via email)

 Thomas H. Shortt, Chief Executive Officer, Vroom, Inc.

 Agnieszka Zakowicz, Chief Financial Officer, Vroom, Inc.

 Marc D. Jaffe, Esq., Latham & Watkins LLP

 Ian D. Schuman, Esq., Latham & Watkins LLP

 John Slater, Esq., Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Thomas H. Shortt
Chief Executive Officer
Vroom, Inc.
4700 Mercantile Dr.
Fort Worth, TX 76137

 Re: Vroom, Inc.
 Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-286032
Dear Thomas H. Shortt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 Vroom, Inc.

3600 W Sam Houston Pkwy S, Floor 4

Houston, Texas 77042

 September 16,
2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Vroom, Inc.

Registration Statement on Form S-3

File No. 333-267361

To the addressees set forth above:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Vroom, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on September 20, 2022, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Ian D. Schuman, Esq. of Latham & Watkins LLP at (212) 906-1894. Thank you for your assistance and cooperation in this matter.

Very truly yours,

VROOM, INC.

By:

 /s/ Robert R. Krakowiak

Robert R. Krakowiak

Chief Financial Officer

cc:
 Thomas H. Shortt, Chief Executive Officer, Vroom, Inc.

Patricia Moran, Esq., Chief Legal Officer, Vroom, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

Courtenay Myers Lima, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
September 15, 2022
Patricia Moran
Chief Legal Officer
Vroom, Inc.
3600 W Sam Houston Pkwy S, Floor 4
Houston, Texas 77042
Re:Vroom, Inc.
Registration Statement on Form S-3
Filed on September 9, 2022
File No. 333-267361
Dear Ms. Moran:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 4, 2020
Patricia Moran
Chief Legal Officer
Vroom, Inc.
1375 Broadway, Floor 11
New York, NY 10018
Re:Vroom, Inc.
Draft Registration Statement on Form S-1
Filed September 1, 2020
CIK No. 0001580864
Dear Ms. Moran:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Nicholas Lamparski at (202) 551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marc Jaffe

CORRESP
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CORRESP

 Vroom, Inc.

1375 Broadway, Floor 11

New York, New York 10018

September 8, 2020

 VIA EDGAR TRANSMISSION

 Division of Corporate Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Nicholas Lamparski

Re:
 Vroom, Inc.

Registration Statement on Form S-1 (Registration
No. 333-248655)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-248655)
(the “Registration Statement”) of Vroom, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Thursday, September 10, 2020, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc D. Jaffe at (212)
906-1281.

 We understand that the staff of the Securities and Exchange Commission will consider this request as
confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please
contact Marc D. Jaffe of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

Very truly yours,

Vroom, Inc.

By:

 /s/ Patricia Moran

Name: Patricia Moran

Title: Chief Legal Officer and Secretary

cc:
 (via email)

Paul J. Hennessy, Chief Executive Officer, Vroom, Inc.

David K. Jones, Chief Financial Officer, Vroom, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

Courtenay Myers Lima, Esq., Latham & Watkins LLP

Gregory A. Fernicola, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Ryan J. Dzierniejko, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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CORRESP

 September 8, 2020

VIA EDGAR TRANSMISSION

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attn:
 Nicholas Lamparski

Re:
 Vroom, Inc.

Registration Statement on Form S-1 (File
No. 333-248655)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 We refer to the
registration statement on Form S-1 (File No. 333-248655) (as amended, the “Registration Statement”), of Vroom, Inc. (the “Company”), relating to
the registration of the Company’s common stock, par value $0.001 per share.

 In accordance with Rules 460 and 461 under the
Securities Act of 1933, as amended, we, as representatives of the several underwriters (the “Underwriters”), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at
4:00 P.M. (Eastern time) on Thursday, September 10, 2020, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, please be advised that we have not distributed any copies of the Preliminary Prospectus of the
Registrant, dated September 8, 2020, from September 8, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

Goldman Sachs & Co. LLC

BofA Securities, Inc.

Allen & Company LLC

Wells Fargo Securities, LLC

As Representatives of the Several Underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Matthew Lytle

 Name:  Matthew Lytle

 Title:   Managing Director

BOFA SECURITIES, INC.

By:

 /s/ Stewart Barry

 Name:  Stewart Barry

 Title:   Senior Managing Director

ALLEN & COMPANY LLC

By:

 /s/ Peter Dilorio

 Name:  Peter Dilorio

 Title:   General Counsel

WELLS FARGO SECURITIES, LLC

By:

 /s/ Dan Nash

 Name:  Dan Nash

 Title:   Managing Director – Global Head of Internet
IB

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 Vroom, Inc.

1375 Broadway, Floor 11

New York, New York 10018

 June 5, 2020

 VIA EDGAR TRANSMISSION

 Division of
Corporate Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:
 Daniel Morris

Mara Ransom

Patrick Kuhn

Adam Phippen

Re:
 Vroom, Inc.

Registration Statement on Form S-1 (Registration
No. 333-238482)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File
No. 333-238482) (the “Registration Statement”) of Vroom, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time,
on Monday, June 8, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc D. Jaffe at (212) 906-1281.

 We understand that the staff of the Securities and Exchange Commission will consider this request as
confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please
contact Marc D. Jaffe of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

Very truly yours,

Vroom, Inc.

By:

 /s/ Patricia Moran

Name:

Patricia Moran

Title:

Chief Legal Officer and Secretary

cc:
 (via email)

Paul J. Hennessy, Chief Executive Officer, Vroom, Inc.

David K. Jones, Chief Financial Officer, Vroom, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

Courtenay Myers Lima, Esq., Latham & Watkins LLP

Gregory A. Fernicola, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Ryan J. Dzierniejko, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
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CORRESP

 June 5, 2020

VIA EDGAR TRANSMISSION

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attn:
 Daniel Morris

Mara Ransom

 Patrick Kuhn

Adam Phippen

Re:
 Vroom, Inc.

Registration Statement on Form S-1 (File
No. 333-238482)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 We refer to the
registration statement on Form S-1 (File No. 333- 238482) (as amended, the “Registration Statement”), of Vroom, Inc. (the “Company”), relating
to the registration of the Company’s common stock, par value $0.001 per share.

 In accordance with Rules 460 and 461 under the
Securities Act of 1933, as amended, we, as representatives of the several underwriters (the “Underwriters”), hereby respectfully request that the effectiveness of the Registration Statement be accelerated so that it may become effective at
4:00 P.M. (Eastern time) on Monday, June 8, 2020, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 3,490 copies of the Preliminary Prospectus of the
Registrant, dated June 1, 2020, from June 1, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

Goldman Sachs & Co. LLC

BofA Securities, Inc.

Allen & Company LLC

Wells Fargo Securities, LLC

As Representatives of the Several Underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ William D Connolly III

Name: William D Connolly III

Title:   Managing Director

BOFA SECURITIES, INC.

By:

 /s/ Stewart Barry

Name: Stewart Barry

Title:   Senior Managing Director

ALLEN & COMPANY LLC

By:

 /s/ Peter DiIorio

Name: Peter DiIorio

Title:   General Counsel

WELLS FARGO SECURITIES, LLC

By:

 /s/ James (Beau) Bohm

Name: James (Beau) Bohm

Title: Managing Director

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 53rd at Third

 885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

FIRM / AFFILIATE OFFICES

May 27, 2020

VIA EDGAR AND HAND DELIVERY

 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

 Washington, D.C.

 VROOM, INC. HAS REQUESTED CONFIDENTIAL TREATMENT OF THE REDACTED PORTIONS OF THIS LETTER, WHICH WERE REPLACED WITH THE FOLLOWING
PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR, UNDER RULE 83 OF THE SEC’S RULES OF PRACTICE, AND THE COMPANY DELIVERED A COMPLETE UNREDACTED COPY OF THE LETTER TO ITS EXAMINER AT THE DIVISION OF CORPORATION FINANCE.

United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:

 Daniel Morris

 Mara Ransom

Patrick Kuhn

 Adam Phippen

 Re:

 Vroom, Inc.

Registration Statement on Form S-1 (File No.:
333-238482)

 Ladies and Gentlemen:

 On behalf of
Vroom, Inc. (the “Company”), we hereby submit the proposed bona fide price range pursuant to Item 501(b)(3) of Regulation S-K for its initial public offering (the “IPO”). The
Company intends to include this price range in a subsequent amendment to the Company’s Registration Statement on Form S-1 (File No. 333-238482) (the
“Registration Statement”). The provided terms are a bona fide estimate of the range of the minimum and maximum offering price per share based on current market information. Should the bona fide estimates of these terms change, the
figures presented in a subsequent amendment to the Registration Statement may increase, decrease or narrow accordingly.

 The Company expects to have
a price range of $[***] to $[***] per share for the IPO (assuming a 2-for-1 forward stock split). Based on the midpoint of the price range set forth above, it is
currently anticipated that the Company will sell shares with an aggregate value of approximately $[***] ($[***] inclusive of the 15% over-allotment).

 The Company seeks confirmation from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) Division of Corporation Finance that it may launch its IPO with the price range specified herein and include such price range in a subsequent amendment to the Registration Statement, to be
filed with the Commission on or about [***], 2020.

 Because of the commercially sensitive nature of the information contained herein, the Company
has also submitted a request for confidential treatment of selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment
request, pursuant to Rule 83 of the Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83.

 * * * * * *

Please advise us if we can provide any further information to facilitate your review. Please direct any questions or comments regarding this letter to
Marc D. Jaffe at (212) 906-1281 or Ian D. Schuman at (212) 906-1894.

Very truly yours,

 /s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS LLP

cc:
 (via email)

Paul J. Hennessy, Chief Executive Officer, Vroom, Inc.

David K. Jones, Chief Financial Officer, Vroom, Inc.

Patricia Moran, Esq., Chief Legal Officer, Vroom, Inc.

Ian D. Schuman, Esq., Latham & Watkins LLP

Courtenay Myers Lima, Esq., Latham & Watkins LLP

Gregory A. Fernicola, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Ryan J. Dzierniejko, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

 2

January 9, 2020
David K. Jones
Chief Financial Officer
Vroom, Inc.
1375 Broadway, Floor 11
New York, New York 10018
Re:Vroom, Inc.
Draft Registration Statement on Form S-1
Filed December 13, 2019
CIK No. 0001580864
Dear Mr. Jones:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Risk Factors
Our business is dependent upon access to desirable vehicle inventory . . ., page 21
1.Please revise to quantify your dependence upon the one third-party auction source from
which you acquire a significant amount of your inventory, so that readers can understand
your dependence upon this source.  In an appropriate place in your prospectus, please
revise to quantify each of your sources of inventory, given your stated intention to
increase inventory from consumers.
Our business is dependent upon our ability to expeditiously sell inventory. . . . , page 22
2.We note you disclose that “[h]istorically, the rate at which customers return vehicles has

 FirstName LastNameDavid K. Jones
 Comapany NameVroom, Inc.
 January 9, 2020 Page 2
 FirstName LastNameDavid K. Jones
Vroom, Inc.
January 9, 2020
Page 2
been relatively low but there is no assurance that that rate will remain similar to our
historical levels’ and that “[i]f [you] have higher than expected return rates, such
inventory would continue to depreciate in value . . . .”  Please disclose your historical
customer return rates to put your disclosure in greater context.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating and Financial Metrics, page 66
3.We note your disclosure that you regularly review a number of metrics to evaluate your
business, measure your performance, identify trends in your business, prepare financial
forecasts and make strategic decisions and you focus heavily on metrics related to unit
economics as improved gross profit per unit is a key element of your growth and
profitability strategies.  We also note your disclosure relates exclusively to your
Ecommerce segment.  Please balance your disclosure with the related metrics for your
other two segments.
4.Please balance your discussion of your key operating and financial metrics by identifying
material risks or limitations in using those particular metrics, as applicable.
TDA, page 74
5.We note your discussion that TDA gross profit decreased primarily because of a decrease
in vehicle gross profit per unit stemming from increases in reconditioning and logistics
costs in your Vroom VRC as you significantly expanded your ecommerce business.  Since
TDA is your retail store, please discuss why expansion of your ecommerce business
impacts gross profit at your retail store level.
Selling, general and administrative expenses, page 76
6.Refer to the table on page 76 showing the components of selling, general and
administrative expenses.  We note that "other" consists of 20% of the total of selling,
general and administrative expenses.  Please tell us the components of "other" and
disclose separately amounts of "other" exceeding 5% of selling, general and
administrative expenses.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets, page 82
7.Please clarify whether the Ecommerce and Wholesale reporting units also required a
quantitative test.  In addition, please provide information for investors to assess the
probability of future goodwill impairment charges.  For example, please disclose whether
any of your reporting units are at risk of failing the quantitative impairment test or that the
fair value of each of your reporting units are substantially in excess of carrying value and
are not at risk of failing.  If a reporting unit is at risk of failing, you should disclose:

•the percentage by which fair value exceeded carrying value at the date of the most

 FirstName LastNameDavid K. Jones
 Comapany NameVroom, Inc.
 January 9, 2020 Page 3
 FirstName LastName
David K. Jones
Vroom, Inc.
January 9, 2020
Page 3
recent step one test;

•the amount of goodwill allocated to the reporting unit;

•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;

•a discussion of the degree of uncertainty associated with the assumptions; and

•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S-K, which requires a description of
known uncertainties, and Section V of the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
SEC Release No. 34-48960, issued December 19, 2003 and available on our website at
www.sec.gov.
Business, page 85
8.In an appropriate place in your prospectus, please describe the material terms and
conditions associated with customer returns and refunds.  See Item 101(c)(1)(vi) of
Regulation S-K.
Principal Stockholders, page 115
9.Please disclose the natural persons who exercise sole or shared voting and/or dispositive
powers with respect to the shares held by entities affiliated with Catterton, General
Catalyst Group VII, L.P., Auto Holdings, LLC and Cascade Investment, LLC.
Note 3. Revenue Recognition
Product Revenue, page F-17
10.We note your disclosure that your customers may enter into a retail installment sales
contract to finance the purchase of used vehicles and you sell these contracts on a non-
recourse basis to various financial institutions.  You receive a fee from the financial
institution based on the difference between the interest rate charged to the customer that
purchased the used vehicle and the interest rate set by the financial institution.  These fees
are recognized upon sale and assignment of the installment sales contract to the financial
institution.  Please tell us how the sale of the retail installment sales contract
complies with ASC Topic 860, Transfers and Servicing of Financial Assets.  In addition,
tell us how you account for retail installment sales contracts that remain unsold at the end
of the reporting period.

 FirstName LastNameDavid K. Jones
 Comapany NameVroom, Inc.
 January 9, 2020 Page 4
 FirstName LastName
David K. Jones
Vroom, Inc.
January 9, 2020
Page 4
Part II
Item 17. Undertakings, page II-4
11.Please revise to include the undertakings required by Item 512(a)(6) of Regulation S-K.
General
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Patrick Kuhn at 202-551-3308 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marc Jaffe