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United States securities and exchange commission logo
June 10, 2024
Michael Potter
Chief Financial Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, CA 95035
Re: Corsair Gaming,
Inc.
Form 10-K for the
Year Ended Decmber 31, 2023
Filed on February
27, 2024
Form 8-K Dated May
7, 2023
Filed on May 7,
2023
File No. 001-39533
Dear Michael Potter:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023, Filed on February 27,
2024
Item 7. Management's Discussion and Analysis
Results of Operations, page 44
1. We note in your
discussion of consolidated results of operations and of segment
results you describe
multiple factors that impacted results in the reported periods,
however, you provide no
quantification of the impact of each factor. For example:
gross margin
increased due to improvements in product costs, lower freight costs,
lower inventory
impairment and related charges, and the introduction of new higher
margin products;
sales, general and
administrative expenses increases primarily due to higher
personnel-related
costs, and higher legal costs, offset by lower outbound freight costs
and lower
amortization charges;
Gamer and Creator
Peripherals segment gross margin increased primarily due
Michael Potter
Corsair Gaming, Inc.
June 10, 2024
Page 2
to product mix, lower supplier product costs, lower inventory
impairment and related
charges, and the introduction of new higher margin products; and
Gaming Components and Systems segment gross margin increased
primarily due to
improved product mix. lower supplier product costs, lower inventory
impairment and
related charges, and the introduction of new higher margin products;
offset by higher
promotional activities.
Where a material change is attributed to two or more factors, including
any offsetting
factors, please include a quantified discussion of each factor and avoid
using terms such as
"primarily" or "substantially all" in favor of specific quantification.
Similar concerns
apply to your Forms 10-Q. Refer to Item 303(b) of Regulation S-K.
Form 8-K, Dated and Filed on May 7, 2024
GAAP to Non-GAAP Reconciliations, page 13
2. We note the adjustment for "one-time costs related to legal and other
matters" in your
reconciliations of your non-GAAP financial measures. Quantify and explain
for us the
underlying factors comprising this adjustment. Tell us why they are
considered one-time
costs and why it is appropriate to adjust for them.
In closing, 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 Joseph Kempf at 202-551-3352 or Robert Littlepage at
202-551-3361 with
any questions.
Sincerely,
FirstName LastNameMichael Potter
Division of
Corporation Finance
Comapany NameCorsair Gaming, Inc.
Office of
Technology
June 10, 2024 Page 2
cc: Ronald van Veen
FirstName LastName