SecProbe.io

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 Corsair Gaming, Inc.
 115 N. McCarthy Boulevard
 Milpitas, California 95035
 August 13, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Corsair Gaming, Inc.

 Registration Statement on Form S-3

 (File No. 333-289391)
 Ladies and Gentlemen: In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Corsair Gaming, Inc. (the “ Company ”) hereby requests acceleration of the effective date of its Registration Statement on
Form S-3 initially filed on August 7, 2025 (the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on August 15, 2025, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Freshfields US LLP, by calling Phillip Stoup at
(415) 400-2199.

 Very truly yours,

 Corsair Gaming, Inc.

 By:

 /s/ Michael G. Potter

 Name:

 Michael G. Potter

 Title:

 Chief Financial Officer
 cc:
 Carina Tan, Corsair Gaming, Inc. Phillip S. Stoup, Freshfields
US LLP Shira Oyserman, Freshfields US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Thi L. La
Chief Executive Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035

 Re: Corsair Gaming, Inc.
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289391
Dear Thi L. La:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Phillip Stoup
</TEXT>
</DOCUMENT>

July 9, 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 completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

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  CORRESP

  Corsair Gaming, Inc.

  115 N. McCarthy Boulevard
Milpitas, CA 95035

  June 21, 2024

  Via EDGAR Submission

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Technology

  100 F. Street, N.E.

  Washington, D.C. 20549

  Attn:   Joseph Kempf

             Robert Littlepage

  Re:     Corsair Gaming, Inc.

             Form 10-K for Year Ended December 31, 2023

             Form 8-K Dated May 7, 2024

             File No. 001-39533

  To the addressees set forth above:

  This letter sets forth the response of Corsair Gaming, Inc. (the “Company,” “Corsair”, “we,” “our” and “us”) to the comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 10, 2024 (the “Comment Letter”) with respect to the Company’s Form 10-K for the year ended December 31, 2023 filed with the Commission on February 27, 2024 (the “Form 10-K”) and Form 8-K dated May 7, 2024 (the “Form 8-K”).

  For your convenience, we have reproduced the comments of the Staff exactly as given in the Comment Letter in bold and italics below followed by the Company’s response.

  Form 10-K for the year ended December 31, 2023

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

  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 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.

  The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in future filings with the Commission, beginning with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, where a material change in a financial statement line item between periods is attributable to two or more factors, the Company will quantify, where possible, the extent to which each factor contributed to the overall change in that line item, and also discuss the impact of any offsetting factors.

  Form 8-K dated and furnished on May 7, 2024

  Exhibit 99.1

  GAAP to Non-GAAP Reconciliations, page 13

  1.  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.

  The Company respectfully acknowledges the Staff’s comment and has included a quantified break down of the “one-time costs related to legal and other matters” below.

    in US $'000

    Legal settlement costs

    $

    5,522

    Distribution hubs rationalization costs

    $

    373

    Legal entity rationalization costs

    $

    108

    Employee separation and severance costs

    $

    411

    $

    6,414

  The Company advises the Staff that the “legal settlement costs” adjustment solely consists of an accrual for the estimated settlement costs for a class action complaint against the Company. The accrual represents the Company’s best estimate of its settlement liability under ASC 450-20-30-1, based on the status of mediation proceedings as of May 7, 2024. In contrast to these discrete, non-recurring legal settlement costs, the Company does not exclude legal costs the Company incurs in the ordinary course of its business such as the costs incurred in connection with regulatory compliance, data privacy, and labor and employment matters, as well as legal fees related to ongoing litigation.

  The Company advises the Staff that the “distribution hubs rationalization costs” adjustment consists of the incremental, non-recurring costs incurred to close several warehouse locations and move and consolidate into other locations. The closure and consolidation were part of a one-time operational change, and the Company does not anticipate incurring similar expenses following the second fiscal quarter of 2024 as the distribution hubs rationalization effort was completed in the second fiscal quarter of 2024.

  The Company advises the Staff that the “legal entity rationalization costs” adjustment consists of the incremental costs incurred to reorganize the Company’s legal entities’ functions under the Company’s global tax initiatives launched in 2023. The reorganization effort was launched to streamline the Company’s previously complicated organization structure and to realize tax efficiencies. This reorganization effort is expected to be completed in the third fiscal quarter of 2024. Following the third fiscal quarter of 2024, the Company does not anticipate incurring similar costs.

  The Company advises the Staff that the “employee separation and severance costs” adjustments largely relate to separation benefits for a long-tenured executive that made significant contributions to the Company. The Company does not have a post-employment benefit plan beyond the Change in Control and Severance Agreements it has entered into with certain executive officers that are only implicated in the context of a change of control, and, in general, the Company does not pay separation costs outside of restructuring actions. As a result, this was a one-off package and was not done in the ordinary course of business. In addition, after the separation, the position held by the executive in the Company no longer exists.

  As detailed above, the Company considers each of these costs to be discrete in nature and not part of the Company’s ongoing operating expenses. These expenses are excluded by management for purposes of its operating decision making and to assess its operating performance, to analyze trends within its business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources. Accordingly, the Company believes excluding these costs from the non-GAAP measure is an appropriate adjustment to assist investors in evaluating the Company’s business operations.

  If you have any questions or further comments about this response, please contact me by email at Michael.Potter@corsair.com.

    Sincerely,

    Corsair Gaming, Inc.

    By

    /s/ Michael G. Potter

    Name:

    Michael G. Potter

    Title:

    Chief Financial Officer

    (Principal Financial Officer and Principal Accounting Officer)

  Cc: (via email)

  Andrew J. Paul (Corsair Gaming, Inc.)

  Carina Tan (Corsair Gaming, Inc.)

  Phillip Stoup (Latham & Watkins LLP)

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

 FirstName LastNameMichael Potter
 Comapany NameCorsair Gaming, Inc.
 June 10, 2024 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Ronald van Veen

United States securities and exchange commission logo
July 29, 2022
Michael Potter
Chief Financial Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
Re:Corsair Gaming, Inc.
Registration Statement on Form S-3
Filed July 22, 2022
File No. 333-266289
Dear Mr. Potter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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CORRESP

 Corsair Gaming, Inc.

115 N. McCarthy Boulevard

Milpitas, California 95035

July 28, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Corsair Gaming, Inc.

 Registration Statement on Form S-3

 (File No. 333-266289)

Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Corsair Gaming, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 initially filed on July 22, 2022 (the “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on
August 1, 2022, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Latham & Watkins LLP, by calling Phillip Stoup at
(415) 395-8216.

Very truly yours,

Corsair Gaming, Inc.

By:

     /s/ Michael G. Potter

Name:

Michael G. Potter

Title:

Chief Financial Officer

cc:
 Andrew J. Paul, Corsair Gaming, Inc.

Gregg A. Lakritz, Corsair Gaming, Inc.

Jack Sheridan, Latham & Watkins LLP

Tad J. Freese, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

CORRESP
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Company Acceleration Request

 Corsair Gaming, Inc.

47100 Bayside Pkwy

 Fremont,
California

 January 19, 2021

 VIA EDGAR
AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

 Larry Spirgel

 Matthew Crispino

Robert Littlepage

 Claire DeLabar

 Re:        Corsair Gaming, Inc. Registration Statement on Form S-1

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (the “Registration Statement”) of Corsair Gaming, Inc. (the “Company”). We
respectfully request that the Registration Statement become effective as of 4:45 p.m., Washington, D.C. time, on January 21, 2021 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Latham & Watkins LLP, by calling Tad J. Freese at (650) 463-3060 or Phillip Stoup at (415) 395-8216.

Thank you for your assistance in this matter.

Very truly yours,

CORSAIR GAMING, INC.

By:

 /s/ Andrew J. Paul

Andrew J. Paul

President and Chief Executive Officer

cc:
 Michael G. Potter, Corsair Gaming, Inc.

Tad J. Freese, Esq., Latham & Watkins LLP

Phillip Stoup, Esq., Latham & Watkins LLP

Eric Jensen, Esq., Cooley LLP

Seth Gottlieb, Esq., Cooley LLP

United States securities and exchange commission logo
December 11, 2020
Michael G. Potter
Chief Financial Officer
Corsair Gaming, Inc.
47100 Bayside Pkwy
Fremont, CA 94538
Re:Corsair Gaming, Inc.
Draft Registration Statement on Form S-1
Submitted December 8, 2020
CIK No. 0001743759
Dear Mr. Potter:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Tad J. Freese

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Company Acceleration Request

 Corsair Gaming, Inc.

47100 Bayside Pkwy

 Fremont,
California

 September 18, 2020

 VIA EDGAR
AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

 Larry Spirgel

 Matthew Crispino

Robert Littlepage

 Claire DeLabar

 Re: Corsair Gaming, Inc. Registration Statement on Form S-1
(Registration No. 333-248247)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-248247) (the “Registration
Statement”) of Corsair Gaming, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on September 22, 2020, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Tad J. Freese at (650) 463-3060
or Phillip Stoup at (415) 395-8216.

 Thank you for your assistance in this matter.

Very truly yours,

CORSAIR GAMING, INC.

By:

 /s/ Andrew J. Paul

Andrew J. Paul

President and Chief Executive Officer

cc:
 Michael G. Potter, Corsair Gaming, Inc.

Tad J. Freese, Esq., Latham & Watkins LLP

Phillip Stoup, Esq., Latham & Watkins LLP

Eric Jensen, Esq., Cooley LLP

Seth Gottlieb, Esq., Cooley LLP

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.

 FirstName LastNameMichael G. Potter
 Comapany NameCorsair Gaming, Inc.
 June 7, 2020 Page 2
 FirstName LastName
Michael G. Potter
Corsair Gaming, Inc.
June 7, 2020
Page 2
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.

 FirstName LastNameMichael G. Potter
 Comapany NameCorsair Gaming, Inc.
 June 7, 2020 Page 3
 FirstName LastName
Michael G. Potter
Corsair Gaming, Inc.
June 7, 2020
Page 3
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

August 15, 2018
Andrew J. Paul
Chief Executive Officer
Corsair Gaming, Inc.
47100 Bayside Pkwy
Fremont, CA 94538
Re:Corsair Gaming, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 10, 2018
CIK No. 0001743759
Dear Mr. Paul:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted August 10, 2018
Our Growth Strategy, page 7
1.We note your response to comment 2.  It appears from your chart on page six that you
have calculated the U.S. market share of four key categories of your gaming PC
components group.  It also appears that you based your calculation of your "Cooling
Solutions" U.S. market share upon NPD Group data, per the key to the chart.  Given the
information already disclosed, please approximate your market share for gaming PC
components or disclose in the prospectus why the company only provides comparable
data for the gaming PC peripherals group.

 FirstName LastNameAndrew J. Paul
 Comapany NameCorsair Gaming, Inc.
 August 15, 2018 Page 2
 FirstName LastName
Andrew J. Paul
Corsair Gaming, Inc.
August 15, 2018
Page 2
            You may contact Claire Delabar, Senior Staff Accountant, at (202) 551-3349 or Terry
French, Accounting Branch Chief, at (202) 551-3828 if you have questions regarding comments
on the financial statements and related matters. Please contact William Mastrianna, Attorney-
Adviser, at (202) 551-3778 or Larry Spirgel, Assistant Director, at (202) 551-3810 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

July 12, 2018
Andrew J. Paul
Chief Executive Officer
Corsair Gaming, Inc.
47100 Bayside Pkwy
Fremont, CA 94538
Re:Corsair Gaming, Inc.
Draft Registration Statement on Form S-1
Submitted June 15, 2018
CIK No. 0001743759
Dear Mr. Paul:
            We have reviewed your 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.
Form S-1 DRS filed June 15, 2018
Prospectus Summary
Our Market Leadership, page 5
1.Please update the chart here and on page 98 to clarify whether the numbers presented in
the Corsair column refer to your market share position and if so, whether that numerical
position is relative to the entire market or only to the eight competitors listed.
Additionally, as one of your three categories of products is "prebuilt gaming PCs," please
consider adding Corsair ONE to this chart for context.

 FirstName LastNameAndrew J. Paul
 Comapany NameCorsair Gaming, Inc.
 July 12, 2018 Page 2
 FirstName LastNameAndrew J. Paul
Corsair Gaming, Inc.
July 12, 2018
Page 2
Our Growth Strategy, page 6
2.You disclose that the U.S. market share for your peripherals was 21.7% as of March
2018.  Please also disclose the U.S. market share for your components and, if material,
your prebuilt gaming PCs.
The Reorganization and the Acquisition Transaction, page 9
3.Include a graphic depiction of your before and after corporate structure relating to the
Reorganization including ownership by EagleTree and your public investors.
Our operating results are particularly sensitive to freight costs, and our costs may increase
significantly if we are unable to ship, page 29
4.Expand to discuss the potential impact that the recent series of U.S. tariffs on Chinese
manufactured goods are likely to have on your operating costs or the final cost of your
gear to your customers.
Risk Factors, page 33
5.We note your discussion of a covenant in your credit facilities which requires your
consolidated total net leverage ratio to be no greater than 8 to 1 in certain circumstances.
Please quantify and disclose the current ratio, your expectations for this ratio after the
offering, and whether you believe you will be in compliance with the covenant after the
offering.
Selected Financial Data, page 60
6.Please  revise the column labeled Combined Year End December 31, 2017 to include all
the pro forma adjustments presented in the pro forma financial information at page 65.
Also revise the presentation in MD&A at page 76 and elsewhere in the document.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
72
7.We note your statement that your "overall gross margin is affected by changes in product
mix."  Please disclose whether the introduction of Corsair ONE has had an impact upon
the overall gross margin figure and what you expect its impact will be in the future.
Business
Our Market Opportunity, page 97
8.We note your graphic acknowledging the size of the non-PC gaming market and your
earlier reference to the risks associated with "the migration of gamers to mobile devices or
consoles."  Please discuss whether you have any strategies or plans beyond eSports to
attract mobile or console-only consumers to your products.  Please also discuss whether

 FirstName LastNameAndrew J. Paul
 Comapany NameCorsair Gaming, Inc.
 July 12, 2018 Page 3
 FirstName LastNameAndrew J. Paul
Corsair Gaming, Inc.
July 12, 2018
Page 3
you intend to expand into the mobile or console gaming fields.
Our Competitive Strengths, page 100
9.Please explain the scope and definition of your "target market."
Description of Capital Stock, page 148
10.We note your discussion of the renunciation of certain corporate opportunities and your
risk factor presentation of the same.  Please clarify whether this applies to opportunities
presented to officers and directors in their specific capacity as a Corsair officer or
director.  Please also clarify whether these provisions will also apply to non-EagleTree
affiliated officers and directors.
Note 2. Summary of Significant Accounting Policies
Distribution Costs, page F-19
11.We note that you include costs to operate your regional distribution hubs in sales and
marketing expense instead of as a cost of sales.  Please expand the disclosure to include
the reasons you believe this income statement classification is appropriate.  Please also
integrate this disclosure with the disclosure in Restructuring and Other Charges on pages
F-20 and F-53 to explain the reasons why you continue to incur costs to operate the
regional distribution hubs following your decision to outsource hub shipping operations.
General
12.We note references to third-party information throughout the prospectus. Please provide
us with copies of any materials that support third-party statements, clearly cross-
referencing a statement with the underlying factual support. Confirm for us that these
documents are publicly available. To the extent any of these reports have prepared
specifically for this filing, file a consent from the party.

We note that you cite to industry research for information and statistics regarding
economic trends and industry data. Please provide us with marked copies of any materials
that support these and other third-party statements, clearly cross-referencing a statement
with the underlying factual support. Confirm for us that these documents are publicly
available. To the extent that any of these reports have been prepared specifically for this
filing, file a consent from the party.
13.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameAndrew J. Paul
 Comapany NameCorsair Gaming, Inc.
 July 12, 2018 Page 4
 FirstName LastName
Andrew J. Paul
Corsair Gaming, Inc.
July 12, 2018
Page 4
            You may contact Claire Delabar, Senior Staff Accountant, at (202) 551-3349 or Terry
French, Accounting Branch Chief, at (202) 551-3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact William Mastrianna, Attorney-
Adviser, at (202) 551-3778 or Larry Spirgel, Assistant Director, at (202) 551-3810 with any
other questions.
Division of Corporation Finance
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