| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
Turtle Beach Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
15822 BERNARDO CENTER DRIVE, SUITE 105, San Diego,
CALIFORNIA
, 92127. |
Item 1 Comment:
This statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.001 per share (the "Common Stock"), of Turtle Beach Corporation (the "Issuer"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons, on March 21, 2024 (the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein.
This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 1 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the "Statement"). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth on the cover page is hereby incorporated by reference. |
| (b) | The information set forth on the cover page is hereby incorporated by reference. |
| (c) | Other than as described in Item 6 hereof, the Reporting Persons did not effect any transactions in the common stock during the past sixty days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:
On August 14, 2025, DC VGA LLC entered into a stock purchase agreement (the "Agreement") with the Issuer regarding the purchase and sale of shares of common stock beneficially owned by DC VGA LLC, in a private transaction. Pursuant to the Agreement, the Issuer agreed to purchase 694,926 shares of common stock from DC VGA LLC at a price of $14.41 per share, for a total of $10,013,883.66. DC VGA LLC also agreed to sell 693,962 shares of common stock to TDG CP LLC, a Delaware limited liability company at a price of $14.41 per share for a total of $9,999,992.42. The purchase price per share of common stock for each transaction represents the average of the volume weighted average price of the common stock of the thirty days prior to and including August 14, 2025. The conditions to closing of the transactions contemplated by the Agreement were satisfied and such transactions closed on August 21, 2025.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by its full text, a copy of which is attached hereto as Exhibit 2 and which is hereby incorporated by reference into this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | 2 Stock Purchase Agreement, made and entered into as of August 14, 2025, by and among Turtle Beach Corporation, DC VGA LLC and TDG CP LLC, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K (file no. 001-354652), filed with the SEC on August 15, 2025.
99.1 Joint Filing Agreement, dated as of March 13, 2024. |
(b)