| Item 1. | |
| (a) | Name of issuer:
Turtle Beach Corporation |
| (b) | Address of issuer's principal executive offices:
15822 Bernardo Center Drive, Suite 105
San Diego, CA 92127 |
| Item 2. | |
| (a) | Name of person filing:
Linmar Capital Fund, LP
Garnet Equity Capital Holdings, Inc.
AMS Investors, LLC
Joseph A. Cohen
Abraham Morris Shamah |
| (b) | Address or principal business office or, if none, residence:
Linmar Capital Fund, LP
Garnet Equity Capital Holdings, Inc.
AMS Investors, LLC
Joseph A. Cohen
Abraham Morris Shamah
575 Madison Ave, Suite 1601, New York, NY 10022 |
| (c) | Citizenship:
Linmar Capital Fund, LP - Delaware
Garnet Equity Capital Holdings, Inc. - Delaware
AMS Investors, LLC - Delaware
Joseph A. Cohen - United States
Abraham Morris Shamah - United States |
| (d) | Title of class of securities:
Common Stock, par value $0.001 |
| (e) | CUSIP No.:
900450206 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Linmar Capital Fund, LP - 1,631,834
Garnet Equity Capital Holdings, Inc. - 1,634,685
AMS Investors, LLC - 1,634,685
Joseph A. Cohen - 1,634,685
Abraham Morris Shamah - 1,634,685
The Common Stock (the "Shares") reported herein include Shares held by Linmar Capital Fund, LP ("Linmar") and any other accounts managed by the Managers (as defined below). Linmar is managed by Garnet Equity Capital Holdings, Inc. ("Garnet Equity") and AMS Investors, LLC ("AMS", and together with Garnet Equity, the "Managers"). Mr. Cohen and Mr. Shamah are the control persons of the Managers. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein.
The percentages reported herein are calculated based upon the statement in the Issuer's Form 10-Q filed with the SEC on August 7, 2025, that there were 19,823,915 Shares outstanding as of June 30, 2025. |
| (b) | Percent of class:
Linmar Capital Fund, LP - 8.2%
Garnet Equity Capital Holdings, Inc. - 8.2%
AMS Investors, LLC - 8.2%
Joseph A. Cohen - 8.2%
Abraham Morris Shamah - 8.2% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Linmar Capital Fund, LP - 0
Garnet Equity Capital Holdings, Inc. - 0
AMS Investors, LLC - 0
Joseph A. Cohen - 0
Abraham Morris Shamah - 0
|
| | (ii) Shared power to vote or to direct the vote:
Linmar Capital Fund, LP - 1,631,834
Garnet Equity Capital Holdings, Inc. - 1,634,685
AMS Investors, LLC - 1,634,685
Joseph A. Cohen - 1,634,685
Abraham Morris Shamah - 1,634,685
|
| | (iii) Sole power to dispose or to direct the disposition of:
Linmar Capital Fund, LP - 0
Garnet Equity Capital Holdings, Inc. - 0
AMS Investors, LLC - 0
Joseph A. Cohen - 0
Abraham Morris Shamah - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Linmar Capital Fund, LP - 1,631,834
Garnet Equity Capital Holdings, Inc. - 1,634,685
AMS Investors, LLC - 1,634,685
Joseph A. Cohen - 1,634,685
Abraham Morris Shamah - 1,634,685
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(b)
Rule 13d-1(c)