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United States securities and exchange commission logo
June 7, 2020
Michael G. Potter
Chief Financial Officer
Corsair Gaming, Inc.
47100 Bayside Pkwy
Fremont, CA 94538
Re: Corsair Gaming,
Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted May 13,
2020
CIK No. 0001743759
Dear Mr. Potter:
We have reviewed your amended 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.
Amendment No. 4 to Draft Registration Statement
Industry and Market Data, page 2
1. You state that you have
not verified any third-party information nor has your data been
verified by any
independent source and, therefore, such information should not be relied
upon in making an
investment decision. Please note that you are responsible for the entire
content of the
registration statement. Please revise your disclosure to remove any
implication that you
are not responsible for assessing the reasonableness and soundness of
the market data and
industry statistics included in your disclosures.
Michael G. Potter
FirstName LastNameMichael G. Potter
Corsair Gaming, Inc.
Comapany NameCorsair Gaming, Inc.
June 7, 2020
Page 2
June 7, 2020 Page 2
FirstName LastName
Prospectus Summary
The Reorganization and Acquisition Transaction, page 10
2. We note the acquisition of the company by Corsair Memory, Inc. on
December 19, 2019
(Note 14 - Subsequent Events to your financial statements, page F-70).
Update your
organizational charts and accompanying narrative to reflect the impact
of this acquisition
and its purpose.
Risk Factors
"Sales to a limited number of customers...", page 27
3. You disclose here that sales to Amazon accounted for 22.4% and 25.2%
of your net
revenue in 2018 and 2019, respectively. Please file any agreement,
such as a Master
Agreement, with Amazon as an exhibit or provide your analysis as to
why you are not
required to do so under Item 601(b)(10)(ii)(B) of Regulation S-K.
"Our amended and restated certificate of incorporation...", page 52
4. You disclose here and on page 157 that your amended and restated
certificate of
incorporation will provide that the Court of Chancery of the State of
Delaware will be the
exclusive forum for certain proceedings, including derivative actions
brought on behalf of
the company. Please revise your disclosure to clarify whether this
provision applies to
actions arising under the Exchange Act or Securities Act. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder. Section 22 of the Securities Act creates concurrent
jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability
created by the Securities
Act or the rules and regulations thereunder. If the provision applies
to Securities Act
claims, please also revise your filing to state specifically that
there is uncertainty as to
whether a court would enforce such provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please revise
your disclosure to state clearly that the provision does not apply to
such actions.
Business
Overview, page 96
5. You state that unique U.S. viewership for eSports is expected to
exceed those of the
National Basketball Association in 2019. Please update this
disclosure.
Michael G. Potter
FirstName LastNameMichael G. Potter
Corsair Gaming, Inc.
Comapany NameCorsair Gaming, Inc.
June 7, 2020
Page 3
June 7, 2020 Page 3
FirstName LastName
Item 16. Exhibits and Financial Statement Schedules.
Exhibits, page II-5
6. Please file your offer letter with Mr. Potter as an exhibit. Also,
please confirm that you
will file your Investor Rights Agreement and Registration Rights
Agreement with
EagleTree as exhibits.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Tad J. Freese