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Shares from us at the initial public offering price, less the underwriting discount. Shares, the underwriters have an over-allotment option to purchase up to an additional To the extent the underwriters sell more than We have agreed to reimburse the underwriters for certain expenses in connection with this offering. Any representation to the contrary is a criminal offense. Passed upon the accuracy or adequacy of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or See В“ Risk FactorsВ”Д«eginning on page 16 to read about factors you should consider before buying shares of our common stock. Investing in our common stock involves risks. See В“Prospectus SummaryВ—Implications of Being Treated As an Emerging Growth Company.В” Selected financial data and executive compensation arrangements.

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As such, in this registration statement, we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies regarding We will be treated as an В“emerging growth company,В” as defined in the Jumpstart OurД«usiness Startups Act of 2012, for certain purposes until we complete this offering. We intend to apply to list our common stock on The Nasdaq Global Market under the symbol Offering price per share will be between $ and $. It is currently estimated that the initial public Prior to this offering, there has been no public market for our common stock. This is an initial public offering of shares of common stock of Vroom, Inc. Where the offer or sale is not permitted.

This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction Securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The information in this preliminary prospectus is not complete and may be changed. Hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall fileВ a further amendment which specifically states that this Registration Statement shall thereafterД«ecome effective in accordance with SectionВ 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Shares of common stock granted by the Registrant to the underwriters is exercised.

Includes the offering price of shares of common stock that may be sold if the over-allotment option to purchase additional TitleВ ofВ eachВ classВ ofВ securitiesВ toВ beВ registeredД®stimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of Period for complying with any new or revised financial accounting standards provided pursuant to SectionВ 7(a)(2)(B) of the Securities Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition В“smaller reporting companyВ” and В“emerging growth companyВ” in Rule 12b-2 of the Exchange Act.

See the definitions of В“large accelerated filer,В” В“accelerated filer,В” Indicate by check mark whether the registrant is a large acceleratedДЇiler, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. RuleВ 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same RuleВ 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same If this form is a post-effective amendment filed pursuant to If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to RuleВ 415 under the SecuritiesДЄdditional securities for an offering pursuant to RuleВ 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same

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(Name, address, including zip code, and telephone number, including area code, of agent forД¬opies of all communications, including communications sent to agent for service, should be sent to:ДЄpproximate date of commencement of proposed sale to the public:ДЄs soon as practicable after this registration statement is declared effective. (Address, including zip code, and telephone number, including area code, of registrantВ’s principal As filed with the Securities and Exchange Commission on May 18, 2020