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    CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. PURSUANT TO 17 C.F.R. § 200.83,
      CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR.

    October 6, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporate Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, DC 20549

    Attn: Mindy Hooker and Martin James

          Re:

            Turtle Beach Corporation

     Form 10-K for Fiscal Year Ended December 31, 2022

     Filed March 29, 2023

     Form 8-K Filed August 7, 2023

     Response Dated September 7, 2023

     File No. 001-35465

    Dear Ms. Hooker and Mr. James:

    On behalf of Turtle Beach Corporation (the “Company”), this letter responds to the additional comments issued by the
      staff of the Division of Corporate Finance, Office of Manufacturing (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”)

      in a letter dated September 20, 2023 relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that was filed with the Commission on March 29, 2023 (the “Form
        10-K”), Current Report on Form 8-K that was furnished with the Commission on August 7, 2023 (the “Form 8-K”) and the Response Letter from the Company on September 7, 2023. For your
      convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to them in the Form
      10-K and the Form 8-K, as applicable. Unless otherwise indicated, dollar amounts included in the Company’s responses are in thousands.

    Due to the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions
      of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and
      Requests, 17 C.F.R. § 200.83. For the Staff’s reference, enclosed is a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted
      from the version filed via EDGAR and for which the Company is requesting confidential treatment.

    Form 10-K for Fiscal Year Ended December 31, 2022

    Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      Results of Operations

      Key Performance Indicators and Non-GAAP Measures, page 27

              1)

              Comment: We noted in your response to prior comment 3 related to the adjustment titled Proxy contest and other.  Please address the following:

              •

              Describe to us in more detail the facts and circumstances related to the proxy contest and related litigation.

    Response: The Company respectfully acknowledges the Staff’s comment. Detailed descriptions of
      the facts and circumstances related to the proxy contest and other litigation are as follows:

    Proxy Contest: An activist shareholder first reached out to the Company in March 2021 to discuss the business and
      current valuation for the Company. Prior to this inquiry, the Company had never before received any significant interest from activist shareholders in its history as a public company.  Following their initial contact, the activist shareholder
      continued to contact the Company expressing disagreement with the Company’s strategy and capital allocation. At that time, the activist had an approximate 2.7% stock ownership and approximately 6% beneficial ownership interest in the Company. The
      activist shareholder requested representation on the Company’s Board of Directors and escalated their activities by publishing public letters criticizing the Company’s strategic and capital allocation decisions. The Company responded to the activist
      shareholder’s statements in public responses. In early 2022, the activist shareholders nominated a slate of director candidates to replace the Company’s entire Board of Directors and commenced a proxy contest which required numerous SEC filings by
      the Company.  Ahead of the 2022 annual shareholders’ meeting, the Company entered into a cooperation agreement (“the Cooperation Agreement”) with the activist shareholder which included the appointment of a number of the activist shareholder’s
      nominees as directors, the formation of a strategic committee of the Board and the announcement of the exploration of a sale process of the Company. The exploratory sale process was concluded several months later with no sale of the Company and the
      strategic committee that was formed was dissolved. Pursuant to the Cooperation Agreement, three directors proposed by the activist shareholder were added to the Company’s Board in May, another was added to the Board in October of 2022 and a mutually
      agreed upon Board member was added in December of 2022.

    In early 2023, a second activist shareholder surfaced nominating three potential new directors and suggesting other actions to be taken by the Company in public filings. The second activist
      shareholder held at the time an approximately 7% stake in the Company. After multiple discussions with numerous shareholders, in May of 2023 the Company began implementing a series of governance changes

    that had been requested by shareholders including adding a principal of the first activist investor to the Board, splitting role of Chairman and CEO  and the
      establishment of a Value Enhancement Committee to review and determine the best path to increase shareholder value. As a result of these changes, the second activist investor withdrew their director nominations and reduced their stock ownership prior
      to the 2023 annual meeting.  As a collective result of these director nominations and proxy contests in 2022 and 2023, the Company incurred significant abnormal and nonrecurring costs in the form of legal fees, other professional service fees and
      executive and non-executive employee retention costs.  These costs were not part of the Company’s normal on-going revenue generating activities, business strategy, or industry and regulatory environment requirements and had never been incurred before
      by the Company in its history.  Given that these activist campaigns have resulted in five of the seven current directors of the Company being appointed since May 2022 and the separation of the Company’s CEO, the Company expects these proxy contest
      related costs to be non-recurring.

    Other Litigation: These costs relate to a settlement of an intellectual property lawsuit related to the Stealth
      tradename that had been disclosed in prior Form 10-Q and Form 10-K filings.  On November 24, 2020, ABP Technology Limited issued a claim for trademark infringement in the High Court of England and Wales against the Company relating to the use of the
      sign STEALTH on and in relation to gaming headsets in the UK. On November 16, 2022, the parties entered into a confidential settlement agreement in full and final settlement of all claims regarding this matter.

          •

            Tell us the amounts included in the adjustment related to (i) legal fees, (ii) other professional fees, (iii) employee and executive retention costs and (iv) the settlement of the intellectual property lawsuit
              in 2022. In addition, separately describe to us in sufficient detail the nature of each of these costs.

    Response: The Company respectfully acknowledges the Staff’s comment and provides the following quantification of the components of
      costs included within the “Proxy Contest and Other” line found within the Adjusted EBITDA reconciliation:

          i.

            Legal Fees ($[***]):  These represent cost incurred by third-party law firms in connection with the activities of the activist shareholder related to the 2022 proxy
              contest and drafting and negotiation of the Cooperation Agreement with the activist shareholder.

          ii.

            Other Professional Fees ($[***]):  These represent costs of third-party professional fees including investment bankers, public relations and investor relations firms
              which advised the Company during the public criticism by the activist shareholder of the Company’s strategic and capital allocation decisions and the 2022 proxy contest.

          iii.

            Employee Retention Costs ($[***]): Due to the uncertainty of the future of the Company and the risk of significant employee turnover as a result of the shareholder
              activist activities, including the proxy contest and the resulting public announcement of a process to potentially sell the Company, a one year employee retention program was implemented by the Company which provided cash to certain key
              non-executive employees as an incentive to remain with the Company for a period of one year (May 17, 2022 to May 16, 2023). These actions were determined necessary by the Company’s Board of Directors to retain the employment of the Company’s
              management team and employees given the unusual circumstances.  These costs were not part of the Company’s normal on-going revenue generating activities, business strategy, or industry and regulatory environment requirements nor would they
              have been necessary without the uncertainty related to the proxy contest and subsequent Cooperation Agreement.

          iv.

            Settlement of Intellectual Property Lawsuit ($[***]):  This relates to the settlement of a lawsuit related to the Stealth tradename intellectual property that had
              been disclosed in prior Form 10-Q and Form 10-K filings.  This represented the “Other” portion of the “Proxy Contest and Other” line item within the Adjusted EBITDA reconciliation.

          2)

            Comment: We have read your response to prior comments 3 and 9 related to the
                Inventory and component related reserve adjustments.  Please describe to us in detail the specific facts and circumstances that resulted in the inventory impairments you recorded in the fiscal year 2022. In addition, specifically address
                the following:

          •

            Explain to us how pandemic-related global supply chain disruptions resulted in your recording an inventory impairment of $5.2M. Identify the type of inventory items that you concluded were impaired.

    Response: The COVID-19 pandemic caused a dramatic shift in global supply chains beginning in 2020. Component
      part availability needed for the assembly of the Company’s products rapidly declined and our contract manufacturers in Asia struggled to retain personnel and to manage government mandated Covid restrictions which included the unplanned, short-term
      shutdown of their facilities. Manufacturing plants were closed without warning when Covid cases emerged in Asian countries. In addition, transportation systems, including rail, trucking and container ships experienced a 500%-700% cost increase and
      lead times increased to more than twice normal levels. Global supply chains which were disrupted during the pandemic were not able to manufacture to our demand plans or produce components under historical timelines. The Company’s manufacturing
      partners, therefore were able to produce our products only when factories were open, when components were available and when production staff were available versus producing for the Company’s demand forecasts as was the case pre-pandemic. Prior to
      the pandemic, the Company manufactured product on a just in time basis.  The pandemic-related global supply chain disruptions led to significant uncertainty related to the future availability of various component parts needed to produce certain
      goods.  In addition, the availability of workers within the contract manufacturers that the Company partners with to produce products for the Company was also greatly impacted by the pandemic

      shutdowns.  As a result of these two significant factors, the Company made the decision to accelerate production levels of certain components and
        products by 12 to 18 months in order to safeguard against future pandemic-related supply chain constraints.  Due to the unpredictable nature of the supply chain impact of the pandemic, the Company could not execute on its normal “just in time”
        inventory production schedule for the first time in the Company’s history which ultimately led to excess inventory of certain products (primarily microphone and PC accessories).  At the end of 2022, the Company determined that the excess inventory
        created by these accelerated production timelines was either obsolete or no longer saleable, and therefore determined a write-off of this excess inventory was warranted.  The pandemic circumstances and disrupted supply chain risks were attributed
        to the Company having excess inventory during this time, and the Company determined that this excess inventory was an unusual and non-recurring circumstance that would not otherwise have occurred based on our historical production and manufacturing
        cycles.

            •

              Describe to us in detail the circumstances that led to, and the nature of, the $4.4M of cost written-off in 2022. Help us better understand how pandemic shortages resulted in various product redesigns that led
                to your having to reserve for unused components and unfulfilled purchase commitments. Tell us about the unfulfilled purchase commitments.

      Response: During the COVID-19 pandemic, a surge in demand for
        consumer electronics, coupled with government mandated temporary factory closures, drove a global semiconductor component shortage which impacted multiple industries. The cost and availability of semiconductors experienced unprecedented, never
        before seen dynamics. The Company used a specific microchip in all Xbox wireless headsets. The supplier of the chip was not able to guarantee sufficient supply of the chipset to support the projected demand for the headsets. The Company was forced
        to re-engineer all of our Xbox wireless products to work with alternative chipsets. The Company was also forced to evaluate multiple alternative components and make commitments to ensure supply and availability of Xbox wireless headsets which
        represented a significant portion of the Company’s revenue. The product re-engineering and redesigning of these headsets resulted in the Company using the alternative design components and therefore having unusable customized component assets in
        inventory from the legacy design at our manufacturing partners which needed to be written off. In addition, the Company had existing purchase commitments for the customized components purchased by our contract manufacturing partners in support of
        our legacy wireless headsets production using the no longer available McInnis microchips. Since these components had been customized, they had no salvage value. The purchase commitments were also included in the cost of the write-off related to the
        redesign of the chip components.

      The unfulfilled purchase commitments related specifically to those microchip and related subcomponents purchased
        by our contract manufacturing partners that were sudden