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CORRESP
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 CORRESP

 May 15, 2025
 Office of Manufacturing Division of Corporation Finance
 United States Securities and Exchange Commission 100 F Street,
N.E. Washington, D.C. 20549

 Attention:
  Jenny O’Shanick

 Re:
 Turtle Beach Corporation
 Acceleration Request for Registration Statement on Form S-3
 File No. 333-287173
 Dear Ms. O’Shanick, Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Turtle Beach Corporation (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the
“ Registration Statement ”) be accelerated to May 19, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Dechert LLP, request by telephone that such Registration Statement be
declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Dechert LLP, by calling Stephen M. Leitzell at
(215) 994-2621. If you have any questions regarding this request, please contact Stephen M.
Leitzell of Dechert LLP at (215) 994-2621.

 Sincerely, TURTLE BEACH
CORPORATION

 /s/ Mark Weinswig

 Mark Weinswig Chief Financial
Officer

 cc:

 Stephen M. Leitzell, Dechert LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Cris Keirn
Chief Executive Officer
Turtle Beach Corporation
15822 Bernardo Center Drive, Suite 105
San Diego, California 92127

 Re: Turtle Beach Corporation
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287173
Dear Cris Keirn:

 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Stephen M. Leitzell
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 19, 2023
John Hanson
Chief Financial Officer
Turtle Beach Corp
44 South Broadway
4th Floor
White Plains, NY 10601
Re:Turtle Beach Corp
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-35465
Dear John Hanson:
            We have completed our review of your filing. 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 Manufacturing

CORRESP
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    December 14, 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

              Response Dated October 6, 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 comment 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 November 30, 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 and the Response Letter from the Company on October 6, 2023. For
      your convenience, the Staff’s comment is included in this letter and is followed by the response of the Company.

    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 have reviewed your response to prior comments 1 and 2. Based on your responses, the adjustments to your non-GAAP financial measures for employee and executive retention costs and
              for inventory and component related reserves appear to be normal operating expenses necessary to operate your business. As such, these adjustments are inconsistent with Question 100.01 of the Non-GAAP Financial Measures Compliance &
              Disclosure Interpretations. Please revise your non-GAAP measures in future filings to remove these adjustments.

             Response: The Company respectfully acknowledges the Staff’s comment and will revise its non-GAAP measures in future filings to remove the adjustments for employee and executive retention
              costs and for inventory and component related reserves, in accordance with the Staff’s comment.

             * * * * * * *

               1

    If you have any questions or if you require additional information, please do not hesitate to contact me at (858) 914-4461.

            Sincerely,

              /s/ John T. Hanson

              Chief Financial Officer

              Turtle Beach Corporation

    cc:   Megan Wynne, General Counsel, Turtle Beach Corporation

                 2

United States securities and exchange commission logo
November 30, 2023
John Hanson
Chief Financial Officer
Turtle Beach Corp
44 South Broadway
4th Floor
White Plains, NY 10601
Re:Turtle Beach Corp
Form 10-K for Fiscal Year Ended December 31, 2022
Response Dated October 6, 2023
File No. 001-35465
Dear John Hanson:
            We have reviewed your October 6, 2023 response to our comment letter and have the
following comment.
            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. Unless
we note otherwise, any references to prior comments are to comments in our September 20,
2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators and Non-GAAP Measures, page 27
1.We have reviewed your response to prior comments 1 and 2.  Based on your responses,
the adjustments to your non-GAAP financial measures for employee and executive
retention costs and for inventory and component related reserves appear to be normal
operating expenses necessary to operate your business. As such, these adjustments are
inconsistent with Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure Interpretations. Please revise your non-GAAP measures in future filings to
remove these adjustments.

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 November 30, 2023 Page 2
 FirstName LastName
John Hanson
Turtle Beach Corp
November 30, 2023
Page 2
            Please contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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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

United States securities and exchange commission logo
September 20, 2023
John Hanson
Chief Financial Officer
Turtle Beach Corp
44 South Broadway
4th Floor
White Plains, NY 10601
Re:Turtle Beach Corp
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 John Hanson:
            We have reviewed your September 7, 2023 response to our comment letter 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 23, 2023 letter.
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.
We note your response to prior comment 3 related to the adjustments titled Proxy context
and other. Please address the following:

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

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 September 20, 2023 Page 2
 FirstName LastNameJohn Hanson
Turtle Beach Corp
September 20, 2023
Page 2
and related litigation.
•Tell us the amounts included in the adjustment relating 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.

2.We have read your response to prior comments 3 and 9 related to the Inventory and
component related reserves adjustments.  Please describe to us in detail the specific facts
and circumstances that resulted in the inventory impairments you recorded in 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 $5.2 million.  Identify the type of inventory
items that you concluded were impaired.
•Describe to us in detail the circumstances that led to, and the nature of, the $4.4
million of costs 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.
•Tell us why purchasing and managing inventory levels and any resulting inventory
impairments would not be considered a normal, recurring part of your operations.
Explain to us in more detail why you believe these non-GAAP adjustments are
consistent with the guidance in Question 100.01 of the Division of Corporation
Finance's Compliance & Disclosure Interpretation on Non-GAAP Financial
Measures.
Form 8-K Filed August 7, 2023
Exhibit 99.1, page E-10
3.We note your response to prior comment 6, where you indicate that you reported the
valuation allowance against your U.S. deferred tax assets as a non-GAAP adjustment as it
is a non-recurring, non-cash item and not indicative of the company’s overall
performance. You also indicate that since you expect to utilize these deferred tax assets in
the future, you believe it is appropriate to adjust for the impact that the valuation
allowance had on Adjusted Earnings and Non-GAAP Earnings (Loss) measures. Please
address the following:

•Considering the non-GAAP loss you reported in fiscal year 2022, explain to us how
you determined that your evaluation of the positive and negative evidence to support
realizability would be different on a non-GAAP basis such that excluding the GAAP
tax valuation allowance in fiscal year 2022 would be appropriate.
•Based on the minimal GAAP tax expenses you recorded during the three and six
months ended June 30, 2023, tell us what the tax valuation adjustments to the non-

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 September 20, 2023 Page 3
 FirstName LastName
John Hanson
Turtle Beach Corp
September 20, 2023
Page 3
GAAP measures in fiscal year 2023 represent, as they do not appear to be eliminating
GAAP tax expenses.
            You may contact Mindy Hooker at (202) 551-3732 or Martin James at (202) 551- 3671
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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    September 7, 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

              File No. 001-35465

    Dear Ms. Hooker and Mr. James:

    On behalf of Turtle Beach Corporation (the “Company”), this letter responds to the 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 August 23, 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”) and Current Report on Form 8-K that was furnished with the Commission on August 7, 2023 (the “Form 8-K”). 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.

    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 note that you present and discuss your non-GAAP measures, including Adjusted EBITDA, prior to discussing your GAAP results of operations. Your
                presentation appears to give greater prominence to the non-GAAP measures and does not comply with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial
                Measures. Please revise your presentations and discussions in future filings to comply. This comment also applies to your Forms 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, respectively.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings with the
      Commission, it will reorganize this disclosure to comply with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.  In future filings, in the “Results
      of Operations” section, we will move the sub-section on “Key Performance Indicators and Non-GAAP Measures” to the end after “Other Non-Operating Expense (Income)”.

          2.

            Comment: In future filings, please revise your presentation to clearly describe each of the adjustments you make when calculating your non-GAAP measures.
                Clearly describe the specific nature of the costs included in the adjustment and explain management's reasons for excluding these costs from the non-GAAP measure. Refer to Item 10(e)(1)(i) of Regulation S-K.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings with the
      Commission, it will clearly describe the specific nature of the costs included in the adjustment and explain management’s reasons for excluding these costs from the Non-GAAP measure in accordance with Item 10(e)(1)(i) of Regulation S-K.  An
      illustrative example of the revised presentation is included below for the Staff’s reference.

      2

            (1)

              Inventory and component related reserves includes (a) $4.4 million of costs associated with certain component parts that resulted from the effects of the global constrained
                semiconductor availability due to the Covid 19 pandemic and (b) $5.2 million of reserves primarily related to the buildup of excess inventory in the distribution channels.

            (2)

              Impairment charge includes costs related to impairment of intangible assets.  See Note 6 to our condensed consolidated financial statements included elsewhere in this Annual Report.

            (3)

              Restructuring charges are expenses that are paid in connection with reorganization of our operations. These costs primarily include severance and related benefits.

            (4)

              Acquisition-related settlement includes the gain associated with a legal settlement related to a prior period acquisition.

            (5)

              Change in fair value of contingent consideration relates to the release of reserves associated with the earn-out liabilities.  See Note X to our condensed consolidated financial
                statements included elsewhere in this Annual Report.

            (6)

              Business transaction expense includes one-time costs we incurred in order to acquire ROCCAT and Neat including professional fees such as legal and accounting along with other certain
                integration related costs of the acquisitions.

            (7)

              Proxy contest and other primarily includes (a) one-time legal, other professional fees, as well as employee and executive retention costs associated with proxy challenges presented by
                certain shareholder activists and (b) the settlement of an intellectual property lawsuit in 2022.

      3

          3.

            Comment: In this regard, we note that your presentation of Adjusted EBITDA includes adjustments for "Inventory and component related reserves" and "Proxy
                contest and other." Additionally, we note that your Adjusted EBITDA reconciliation in your Form 10-Q for the six months ended June 30, 2023 includes an adjustment for "CEO transition related costs." Please describe to us, in greater detail,
                the specific nature of each of these adjustments reflected in your Adjusted EBITDA measures presented in fiscal years 2023, 2022 and 2021. Identify and describe the amounts included in "other." Tell us how you determined that these
                adjustments are appropriate based on the guidance in Question 100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

    Response: The Company respectfully acknowledges the Staff’s comment. Detailed descriptions of the specific nature of each of the
      adjustments mentioned in the Staff’s comment that are reflected in the Company’s Adjusted EBITDA measures and an explanation of how the Company determined that such adjustments are appropriate based on the guidance in Question 100.01 of the
      Division’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures are included below:

    (i) Inventory and component related reserves. During 2022,
      the Company recorded $4.4 million of non-recurring costs associated with certain component parts that resulted from the effects of the global semiconductor shortage issues experienced during the pandemic.  These shortages resulted in the
      unavailability of certain microchips which caused engineering redesigns of certain products utilizing alternative components. These various product redesigns led to the Company having to reserve for certain unused components and unfulfilled purchase
      commitments, resulting in the $4.4 million charge related to non-recurring costs. The Company also recorded $5.2 million of inventory reserves as a result of pandemic-related global supply chain disruptions. The Company determined that these
      adjustments were appropriate based on the guidance in Question 100.01 because the semiconductor shortage issues and significant impact to supply chains stemming from the global pandemic were unusual and non-recurring events and not normal, recurring
      expenses necessary to operate the Company’s business.

    (ii) Proxy contest and other. During 2021 and 2022, the
      Company recorded significant costs associated with a proxy contest and related activities of an activist shareholder group.  These costs included legal and other professional fees as well as employee and executive retention costs.  During 2022, the
      Company also recorded the settlement of an intellectual property lawsuit.  This represented the “other” portion of this adjustment. The Company determined that these adjustments were appropriate based on the guidance in Question 100.01 because the
      proxy contest and related activities of activist shareholder groups and related fees and the legal settlement were unusual and non-recurring events and not normal, recurring operating expenses necessary to operate the Company’s business.
      Specifically, the director nominations and proxy contest brought by

      4

    shareholder activist groups were the first such activity the Company experienced since its listing on the NASDAQ in 2014

    (iii) CEO transition related costs. During the six months
      ended June 30, 2023, the Company recorded costs associated with the separation of its former CEO.  Such costs included severance, bonus, medical benefits and the tax impact of accelerated vesting of stock-based compensation of the former CEO. The
      Company determined that this adjustment was appropriate based on the guidance in Question 100.01 because the CEO transition was an unusual and non-recurring event and not a normal, recurring operating expense necessary to operate the Company’s
      business.  In fact, this was the first change in the CEO position of the Company since its listing on the NASDAQ in 2014.

    Form 8-K Filed August 7, 2023

    Exhibit 99.1

          4.

            Comment: In the header to your earnings release you present the percentage change in Adjusted EBITDA in the first bullet without disclosing the percentage
                change in the most directly comparable GAAP measure. Your presentation appears to give greater prominence to the non-GAAP measure and does not comply with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's
                Compliance & Disclosure Interpretations on Non-GAAP Financial Measures which requires you to present the most directly comparable GAAP measure with equal or greater prominence. Please revise your future presentations to comply.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future earnings releases, it will
      provide equal or greater prominence to the most directly comparable GAAP measure when providing non-GAAP measures, in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Compliance & Disclosure
      Interpretations on Non-GAAP Financial Measures

          5.

            Comment: Refer to Table 4. We note from your reconciliation of Adjusted Earnings that each adjustment is presented net of tax. In future filings, please
                revise to present all adjustments gross of tax with the related income tax effect shown as a separate adjustment and clearly explained, as required by Question 102.11 of the Division’s Compliance and Disclosure Interpretations on Non-GAAP
                Financial Measures.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings with the
      Commission, it will revise this disclosure to present all adjustments gross of tax with related income tax effect shown as a separate adjustment and clearly explained, as required by Question 102.11 of the Division’s Compliance and Disclosure
      Interpretations on Non-GAAP Financial Measures.

          6.

            Comment: In a related matter, please clearly describe to us in detail the adjustments labelled "valuation allowance" reflected in your Adjusted Earnings and
                Non-GAAP Earnings (Loss) measures presented for the reported periods in fiscal years 2023 and 2022.

      5

    Clarify whether the adjustments relate to a tax valuation allowance. Explain to us your reasons for excluding these valuation allowances from the Adjusted Earnings and Non-GAAP Earnings (Loss)
      measures and why management believes the adjustments are appropriate.

    Response: The Company respectfully acknowledges the comment and advises the Staff that the valuation allowance referred to within the Adjusted Earnings and Non-GAAP Earnings
      (Loss) measure presented for the reported periods in fiscal years 2023 and 2022 relates to a valuation allowance against our net United States deferred tax assets.  The Company recorded a valuation allowance as of December 31, 2022, as it is not more
      likely than not that our net U.S. deferred tax assets will be realized in the foreseeable future.  The Company evaluated positive and negative evidence to support realizability.  Significant negative evidence evaluated was the Company’s three-year
      cumulative loss position forecasted by the end of year December 31, 2023, due to the sharp downturn in demand for consumer electronics the Company provides to large retailers.

    The Company reported the valuation allowance as a non-GAAP adjustment as it is a non-recurring, non-cash item, and not indicative of the Company’s overall performance. Since the Company expects to
      utilize these deferred tax assets in the future, it believes it is appropriate to adjust for the impact that the valuation allowance had on Adjusted Earnings and Non-GAAP Earnings (Loss) measures.  Upon valuation allowance release, the Company will
      remove this benefit from Adjusted and Non-GAAP earnings.

          7.

            Comment: We note that you present Adjusted EBITDA as a non-GAAP performance measure. However, the reconciliation included in Table 5 does not reconcile
                Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), as required by Item 10(e)(1)(i)(B) of Regulation S-K. Please revise your presentations in future filings to comply. Further, in future filings, please revise
                the format of the non-GAAP reconciliation provided in Table 5 to eliminate the non-GAAP income statement currently presented. Refer to the guidance in Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-GAAP
                Financial Measures.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings with the
      Commission, it will provide a reconciliation from Net Income (Loss) to Adjusted EBITDA for all periods presented in accordance with Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Division's Compliance & Disclosure
      Interpretations on Non-GAAP Financial Measures. Further, in future filings, the Company will eliminate the Non-GAAP income statement most recently presented in Table 5 of the August 2023 Form 8-K.  An illustrative example of the revised presentation
      is included below for the Staff’s reference.

      6

            (1)

              Stock based compensation includes the accelerated vesting associated with the separation of our former CEO.

            (2)

              Restructuring charges are expenses that are paid in connection with reorganization of our operations. These costs primarily include severance and related benefits.

          (3)

            CEO transition related costs are associated with the separation of our former CEO.  Such costs included severance, bonus, medical benefits and the tax impact of accelerated vesting of
              stock-based compensation.

            (4)

              Proxy contest and other includes (a)

United States securities and exchange commission logo
August 23, 2023
John Hanson
Chief Financial Officer
Turtle Beach Corp
44 South Broadway
4th Floor
White Plains, NY 10601
Re:Turtle Beach Corp
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 29, 2023
Form 8-K Filed August 7, 2023
File No. 001-35465
Dear John Hanson:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.We note that you present and discuss your non-GAAP measures, including Adjusted
EBITDA, prior to discussing your GAAP results of operations. Your presentation appears
to give greater prominence to the non-GAAP measures and does not comply with Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your
presentations and discussions in future filings to comply. This comment also applies to
your Forms 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023,
respectively.

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 August 23, 2023 Page 2
 FirstName LastNameJohn Hanson
Turtle Beach Corp
August 23, 2023
Page 2
2.In future filings, please revise your presentation to clearly describe each of the
adjustments you make when calculating your non-GAAP measures. Clearly describe the
specific nature of the costs included in the adjustment and explain management's reasons
for excluding these costs from the non-GAAP measure. Refer to Item 10(e)(1)(i) of
Regulation S-K.
3.In this regard, we note that your presentation of Adjusted EBITDA includes adjustments
for "Inventory and component related reserves" and "Proxy contest and other."
Additionally, we note that your Adjusted EBITDA reconciliation in your Form 10-Q for
the six months ended June 30, 2023 includes an adjustment for "CEO transition related
costs."  Please describe to us, in greater detail, the specific nature of each of these
adjustments reflected in your Adjusted EBITDA measures presented in fiscal years 2023,
2022 and 2021.  Identify and describe the amounts included in "other."  Tell us how you
determined that these adjustments are appropriate based on the guidance in Question
100.01 of the Division’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
Form 8-K Filed August 7, 2023
Exhibit 99.1
4.In the header to your earnings release you present the percentage change in Adjusted
EBITDA in the first bullet without disclosing the percentage change in the most directly
comparable GAAP measure. Your presentation appears to give greater prominence to the
non-GAAP measure and does not comply with Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures which requires you to present the most directly comparable
GAAP measure with equal or greater prominence. Please revise your future presentations
to comply.
5.Refer to Table 4. We note from your reconciliation of Adjusted Earnings that
each adjustment is presented net of tax.  In future filings, please revise to present all
adjustments gross of tax with the related income tax effect shown as a separate adjustment
and clearly explained, as required by Question 102.11 of the Division’s Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
6.In a related matter, please clearly describe to us in detail the adjustments
labelled "valuation allowance" reflected in your Adjusted Earnings and Non-GAAP
Earnings (Loss) measures presented for the reported periods in fiscal years 2023
and 2022. Clarify whether the adjustments relate to a tax valuation allowance. Explain to
us your reasons for excluding these valuation allowances from the Adjusted Earnings and
Non-GAAP Earnings (Loss) measures and why management believes the adjustments are
appropriate.
7.We note that you present Adjusted EBITDA as a non-GAAP performance measure.
However, the reconciliation included in Table 5 does not reconcile Adjusted EBITDA to

 FirstName LastNameJohn Hanson
 Comapany NameTurtle Beach Corp
 August 23, 2023 Page 3
 FirstName LastName
John Hanson
Turtle Beach Corp
August 23, 2023
Page 3
the most directly comparable GAAP measure, net income (loss), as required by Item
10(e)(1)(i)(B) of Regulation S-K.  Please revise your presentations in future filings to
comply.  Further, in future filings, please revise the format of the non-GAAP
reconciliation provided in Table 5 to eliminate the non-GAAP income statement currently
presented.  Refer to the guidance in Question 102.10 of the Division's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
8.Please revise the Non-GAAP Financial Measures discussion to clearly describe each of
the adjustments made in calculating your non-GAAP measures. Clearly describe the
specific nature of the costs included in the adjustment and explain management's reasons
for excluding these costs from the non-GAAP measure. For example, separately describe
to investors the specific nature of the costs you exclude from your Adjusted Earnings and
Adjusted EBITDA relating to (i) certain non-recurring business costs, (ii) acquisition
integration costs, (iii) CEO separation related costs, and (iv) certain valuation allowances.

9.In this regard, we note the adjustments reflected in Table 4 and Table 5 in your earnings
releases for fiscal years 2023 and 2022 relating to (i) CEO separation related costs,
(ii) CEO transition related costs, (iii) Inventory and component related reserves, (iv)
Certain business acquisition costs and (v) Non-recurring business costs.  Table 5 also
reflects an "Other" adjustments category. Please describe to us the specific nature of the
costs reflected in each of these adjustments and explain to us how you determined that
these adjustments are appropriate based on the guidance in Question 100.01 of the
Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
            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.
            You may contact Mindy Hooker at (202) 551-3732 or Martin James at (202) 551-
3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 19, 2022
Andrew Freedman
Olshan From Wolosky LLP
1325 Avenue of the Americas
New York, NY
10019
Re:Turtle Beach Corp
Preliminary Proxy Statement filed April 14, 2022
Filed by The Donerail Group LP, et al.
File No. 001-35465
Dear Mr. Freedman:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Cover Page
1.We note your statement that securityholders can only participate in the meeting if they
have a white proxy card with a control number. Please revise your disclosure to state that
a control number may also be found on the company's proxy card. Additionally, revise
your disclosure to state that securityholders must pre-register to attend the meeting.
Background of the Solicitation, page 6
2.Please revise this section to describe all communications with the company, including any
discussion of settlement terms.
3.Revise the June 21, 2021 entry to explain your reference to Mr. Stark’s “personal
motivation.”

 FirstName LastNameAndrew Freedman
 Comapany Name1325 Avenue of the Americas
 April 19, 2022 Page 2
 FirstName LastName
Andrew Freedman
1325 Avenue of the Americas
April 19, 2022
Page 2
Reasons for the Solicitation, page 9
4.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Please provide support for your assertions that the company has
experienced "dismal operating results, poor capital allocation."
Proposal No. 1. Election of Directors, page 15
5.Refer to the penultimate paragraph on page 20. Please tell us, with a view toward revised
disclosure, whether the company's incorporation in Nevada is relevant in analyzing the
board's obligations in approving your slate of nominees. Also, if the applicable law is
Delaware law, revise your disclosure to clarify whether the board would violate its
fiduciary duties in the event it does not approve your slate of nominees in all
circumstances.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

 Patrick Gadson
                pgadson@velaw.com

 Tel 212.237.0198
            Fax 917.849.5386

April 18, 2022

 Daniel Duchovny

Special Counsel

 Division of Corporation Finance

Office of Mergers and Acquisitions

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:

Turtle Beach Corporation

PREC14A filed April 8, 2022

Soliciting Material filed pursuant to Rule 14a-12 filed on March 23, 2022

File No. 001-35465

 Dear Mr. Duchovny:

Set forth below are the responses on behalf of Turtle Beach Corporation (the “Corporation”), to comments received from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 23, 2022 with respect to certain soliciting material
filed pursuant to Rule 14a-12, filed with the Commission on March 23, 2022 (the “Solicitation Material”) and by letter dated April 15, 2022, with respect to its preliminary proxy statement, File No. 001-35465, filed with the Commission on April 8, 2022 (the “Preliminary Proxy Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
Substantially concurrently with the submission of this letter, the Corporation is also submitting Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Proxy Statement”) on EDGAR. All references to page
numbers and captions correspond to the Preliminary Proxy Statement unless otherwise specified.

 Soliciting Material filed pursuant to Rule 14a-12

1.
 Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable
factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Accordingly, please provide your assertion that
“Donerail still wants to control Turtle Beach.” Also, to the extent you continue referring to Donerail obtaining control of the company through the proxy contest, review any future disclosure to clarify that directors owe their fiduciary
duties to the company’s shareholders, not to the party nominating them, and that the control of the company to which you are referring does not extend to ownership of the company.

RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and that directors owe their fiduciary duties to the
Corporation’s shareholders, not to the party nominating them. The Corporation undertakes to characterize all opinions and beliefs as such and going forward to clarify the distinction between “control,” as such term implies a change in
the majority ownership of the Corporation, and all other qualified forms of “effective control“ of the Corporation resulting from a single-shareholder having nominated a slate of dissident directors whose election would change the majority
of the composition of the Corporation’s Board of Directors.

 Preliminary Proxy Statement

General

1.
 Please tell us what consideration you have given to including the “About the Meeting” section,
currently beginning on page 33 [of the Preliminary Proxy Statement], to the front of the proxy statement so security holders are more readily informed about the contested election.

RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and has moved the “About the Meeting” section to
begin on page 1 of the Amended Proxy Statement. Please refer to pages 1 through 7 of the Amended Proxy Statement.

 Vinson & Elkins LLP Attorneys at Law

Austin    Dallas    Dubai    Houston    London    Los
Angeles    New York

 Richmond    Riyadh    San
Francisco    Tokyo    Washington

 The Grace Building, 1114 Avenue of the Americas, 32nd Floor

New York, NY 10036-7708

 Tel +1.212.237.0000
Fax +1.212.237.0100 velaw.com

Page 2

2.
 Please revise your proxy statement to disclose all of the effects of a change of control on the company,
including any effects on employment agreements, financing arrangements, and accelerated vesting of any incentive arrangements.

RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and has revised the Preliminary Proxy Statement by adding
a disclosure of the potential effect of a change of control under the Corporation’s revolving credit facility, stock-based incentive compensation plan and employee retention plan. Please refer to page 39 of the Amended Proxy Statement.

Item 1. Election of Directors, page 8 of the Preliminary Proxy Statement

3.
 Please revise your disclosure to disclose why you recommend that security holders vote for your nominees.

 RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and has revised the
disclosure accordingly. Please refer to the Letter to Stockholders, Notice of Annual Meeting and page 14 of the Amended Proxy Statement.

 Security
Ownership of Certain Beneficial Owners and Management, page 14 of the Preliminary Proxy Statement

4.
 We note the disclaimer of beneficial ownership “except to the extent of [Mr. Keitel’s]
pecuniary interest therein.” Please note that beneficial ownership is not determined based on pecuniary interest. Refer to Rule 13d-3(a). Please revise.

RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and has removed the disclaimer regarding pecuniary
interest. Please refer to page 20 of the Amended Proxy Statement.

*        *        *
 *        *

Page 3

 Please contact me
directly at (212) 237-0198 or pgadson@velaw.com with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.

Very truly yours,

 /s/ C. Patrick Gadson

C. Patrick Gadson

CC:

Megan Wynne, Turtle Beach Corporation

Lawrence S. Elbaum, Vinson & Elkins L.L.P.

Tony Chan, Orrick Herrington & Sutcliffe LLP

Brian V. Soares, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
April 15, 2022
Patrick Gadson
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, New York 10036
Re:Turtle Beach Corp
Preliminary Proxy Statement
Filed April 8, 2022
File No. 001-35465
Dear Mr. Gadson:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
General
1.Please tell us what consideration you have given to including the "About the Meeting"
section, currently beginning on page 33, to the front of the proxy statement so security
holders are more readily informed about the contested election.
2.Please revise your proxy statement to disclose all of the effects of a change of control on
the company, including any effects on employment agreements, financing arrangements,
and accelerated vesting of any incentive arrangements.
Item 1. Election of Directors, page 8
3.Please revise your disclosure to disclose why you recommend that security holders vote
for your nominees.

 FirstName LastNamePatrick Gadson
 Comapany NameThe Grace Building
 April 15, 2022 Page 2
 FirstName LastName
Patrick Gadson
The Grace Building
April 15, 2022
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 14
4.We note the disclaimer of beneficial ownership “except to the extent of [Mr. Keitel’s]
pecuniary interest therein.” Please note that beneficial ownership is not determined based
on pecuniary interest. Refer to Rule 13d-3(a). Please revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
March 23, 2022
Patrick Gadson
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, New York 10036
Re:Turtle Beach Corp
Soliciting Material filed pursuant to Rule 14a-12
Filed March 23, 2022
File No. 001-35465
Dear Mr. Gadson:
            We have reviewed your filing 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 comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Soliciting Material filed pursuant to Rule 14a-12
Soliciting Materials, page 2
1.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Accordingly, please provide your assertion that "Donerail still
wants to control Turtle Beach." Also, to the extent you continue referring to Donerail
obtaining control of the company through the proxy contest, review any future disclosure
to clarify that directors owe their fiduciary duties to the company's shareholders, not to the
party nominating them, and that the control of the company to which you are referring
does not extend to ownership of the company.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNamePatrick Gadson
 Comapany NameThe Grace Building
 March 23, 2022 Page 2
 FirstName LastName
Patrick Gadson
The Grace Building
March 23, 2022
Page 2
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

August 9, 2018
John T. Hanson
Chief Financial Officer
Turtle Beach Corporation
11011 Via Frontera, Suite A/B
San Diego, CA 92127
Re:Turtle Beach Corporation
Registration Statement on Form S-3
Filed August 6, 2018
File No. 333-226622
Dear Mr. Hanson:
            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 Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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CORRESP

 August 10, 2018

VIA EDGAR

 Larry Spirgel

Assistant Director

 Division of Corporation Finance

U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Turtle Beach Corporation

Registration Statement on Form S-3 (File
No. 333-226622)

 Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Turtle Beach Corporation (the
“Company”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. Eastern Time on August 13, 2018, or as soon thereafter as practicable.

 If you have any questions, or if you require additional information, please do not hesitate to contact Greg Schernecke of Dechert LLP at
(215) 994-2687.

 Sincerely,

/s/ John T. Hanson

 John T. Hanson, Chief Financial Officer,
Turtle Beach Corporation

Cc:
 Joshua Shainess

Juergen Stark

 Turtle Beach
Corporation

September 3, 2010
 Elwood G. Norris Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100 Henderson, Nevada 89014
Re: Parametric Sound Corporation  Form 10-12G/A
Filed July 27, 2010 File No. 000-54020
  Dear Mr. Norris:
We have completed our review of your f ilings and do not have any further comments
at this time.
Sincerely,
     /s/ Paul Fischer for  Larry Spirgel
       A s s i s t a n t  D i r e c t o r    cc: Via facsimile to (435) 628-1610

            Joshua E. Little, Esq.

CORRESP
1
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    parametric_corresp-090210.htm

Durham Jones & Pinegar, P.C.

192 East 200 North, Third Floor

St. George, Utah  84770-2879

435.674.0400

435.628.1610 Fax

www.djplaw.com

Joshua E. Little

Attorney at Law

jlittle@djplaw.com

File No. 42233.01

September 2, 2010

VIA EDGAR

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Parametric Sound Corporation

Form 10-12G/A

Filed August 27, 2010

Commission File No. 000-54020

Dear Mr. Spirgel:

We are in receipt of the Staff’s letter dated September 2, 2010 with respect to the above-referenced Form 10-12G/A filed on August 27, 2010.  We are responding herein to the Staff’s comment on behalf of our client, Parametric Sound Corporation (the “Company”), as set forth below.

The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter.  All capitalized terms used but not defined herein have the meanings assigned to such terms in the Form 10-12G/A.  For ease of reference, we have set forth the Staff’s comment and the Company’s response below.

Note 1. Basis of Accounting, page F-24

1.

Please disclose that the financial statements reflect all normal recurring adjustments which are necessary to present fairly the results for the interim periods presented. Otherwise, describe in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments.

Response:  Amendment No. 3 to the Company’s Registration Statement on Form 10 has been revised to address the Staff’s comment by inserting the following sentence in the paragraph at the top of page F-25:

The interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position at June 30, 2010 and the results of operations and the cash flows for the interim periods presented.

SALT LAKE CITY | OGDEN | ST. GEORGE | LAS VEGAS

Larry Spirgel

September 2, 2010

Page 2

Thank you in advance for your cooperation in connection with this matter. Please direct any questions regarding the foregoing information to the undersigned at (435) 674-0400.

Sincerely,

Durham Jones & Pinegar, P.C.

/s/ Joshua Little

Joshua E. Little

JEL/sa

cc:           Elwood G. Norris, Parametric Sound Corporation

Thomas R. Brown, LRAD Corporation

Katherine H. McDermott, LRAD Corporation

Michael H. Lorber, Squar, Milner, Peteron, Miranda & Williamson, LLP

September 2, 2010

Elwood G. Norris
Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100
Henderson, Nevada 89014

Re: Parametric Sound Corporation
 Form 10 -12G/A
Filed August  27, 2010
File No. 000 -54020

Dear Mr. N orris:

We have reviewed your response letter dated August  27, 2010 and your filing and
have the following comment.

Please respond to this letter within ten business days by amending your filing .  If you
do not believe our comment apply to your facts an d circumstances or do not believe an
amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to this comment, we may have  additional comments.

Note 1.  Ba sis of Accounting, page F -24

1. Please disclose that the financial statements reflect all normal recurring adjustments
which are necessary to present fairly the results for the interim periods presented.
Otherwise, describe in appropriate detail the nature and amount of any adjustments
other than normal recurring adjustments.

*    *    *    *

Mr. Elwood G. Norris
Parametric Sound Corporation
September 2 , 2010
Page 2

Please file all correspondence over EDGAR.  You may contact Kathryn Jacobson ,
Staff Accountant,  at 202-551-3365  or Dean Suehiro , Staff Accountant,  at 202-551-3384 if
you have questions regarding comments on the financial statements and related matters.
Please contact Jonathan Groff , Staff Attorney , at 202-551-3458  or me at 202-551-3810  with
any other questions.

Sincerely,

 Larry Spirgel
       Assistant Dir ector

cc: Via facsimile  to (435) 628-1610
            Joshua E. Little, Esq.

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Durham Jones & Pinegar, P.C.

192 East 200 North, Third Floor

St. George, Utah  84770-2879

435.674.0400

435.628.1610 Fax

www.djplaw.com

Joshua E. Little

Attorney at Law

jlittle@djplaw.com

File No. 42233.01

August 27, 2010

VIA EDGAR

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Parametric Sound Corporation

Form 10-12G/A

Filed July 27, 2010

Commission File No. 000-54020

Dear Mr. Spirgel:

We are in receipt of the Staff’s letter dated August 13, 2010 with respect to the above-referenced Form 10-12G/A filed on July 27, 2010 and our correspondence dated August 6, 2010.  We are responding herein to the Staff’s comments on behalf of our client, Parametric Sound Corporation (the “Company”), as set forth below.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter.  All capitalized terms used but not defined herein have the meanings assigned to such terms in the Form 10-12G/A.  For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

General

1.

Please update your financial statements through June 30, 2010.

Response:  Amendment No. 2 to the Company’s Registration Statement on Form 10 (“Amendment No. 2”) has been revised to address the Staff’s comment and the historical interim and the pro forma financial statements have been updated through June 30, 2010 along with the related portion of Management’s Discussion and Analysis of Financial Condition and Results of Operations and other conforming updates to the Information Statement.

Notes to Unaudited Pro Forma Financial Statements, page 33

2.

We note your response to comment one from our letter dated August 5, 2010. Due to your plans not to produce the H450 product and to replace it with a new product line after the spin-off, the historical statements are not indicative of your post spin-off operating results. Please revise your pro forma presentation to include adjustments to eliminate the H450 product revenues and the related cost of revenues. In addition, tell us why the $23,434 inventory balance remains after the pro forma adjustment.

Response:  Amendment No. 2 has been revised to address the Staff’s comment and the pro forma financial statements included therein have been revised to include a pro forma adjustment to eliminate H450 revenues and cost of revenues for the year ended September 30, 2009 and the nine months ended June 30, 2010.

Larry Spirgel

August 6, 2010

Page 2

The $23,434 pro forma inventory balance at March 31, 2010 represents the book value of inventory materials being transferred from LRAD Corporation to the Company that was not offset by obsolescence or excess parts reserve. In Amendment No. 2, Page 23 discusses inventory parts and based on updated June 30, 2010 information, the Company expects to obtain approximately $1.2 million of inventory parts (original historical cost), which is fully reserved and as a result, there is no inventory balance remaining after the pro forma adjustment.

Thank you in advance for your cooperation in connection with this matter. Please direct any questions regarding the foregoing information to the undersigned at (435) 674-0400.

Sincerely,

Durham Jones & Pinegar, P.C.

/s/ Joshua Little

Joshua E. Little

JEL/sa

cc:

Elwood G. Norris, Parametric Sound Corporation.

Thomas R. Brown, LRAD Corporation

Katherine H. McDermott, LRAD Corporation

Michael H. Lorber, Squar, Milner, Peteron, Miranda & Williamson, LLP

August 13, 2010
 Elwood G. Norris Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100 Henderson, Nevada 89014
Re: Parametric Sound Corporation  Form 10-12G/A
Filed July 27, 2010 File No. 000-54020
  Dear Mr. Norris:
 We have reviewed your response letter da ted August 6, 2010 and your filing and have
the following comments.  In our comments, we  may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. Please update your financial statements through June 30, 2010.

Notes to Unaudited Pro Forma Financial Statements, page 33

2. We note your response to comment one from  our letter dated August 5, 2010.  Due to
your plans not to produce the H450 product and to replace it with a new product line
after the spin-off, the historical financia l statements are not indicative of your post
spin-off operating results.  Please revise  your pro forma presentation to include
adjustments to eliminate the H450 product reve nues and the related cost of revenues.

Mr. Elwood G. Norris
Parametric Sound Corporation August 13, 2010 Page 2
In addition, tell us why the $23,434 inventor y balance remains after the pro forma
adjustment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

You may contact Kathryn Jacobson, Sta ff Accountant, at 202-551-3365 or Dean
Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Jonathan Groff, Staff Attorney, at
202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
    /s/ Paul Fischer for  Larry Spirgel
       A s s i s t a n t  D i r e c t o r    cc: Via facsimile to (435) 628-1610

            Joshua E. Little, Esq.

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Durham Jones & Pinegar, P.C.

192 East 200 North, Third Floor

St. George, Utah  84770-2879

435.674.0400

435.628.1610 Fax

www.djplaw.com

Joshua E. Little

Attorney at Law

jlittle@djplaw.com

File No. 42233.01

August 6, 2010

VIA EDGAR

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Parametric Sound Corporation

Form 10-12G/A

Filed July 27, 2010

Commission File No. 000-54020

Dear Mr. Spirgel:

We are in receipt of the Staff’s letter dated August 5, 2010 with respect to the above-referenced Form 10-12G/A filed on July 27, 2010.  We are responding herein to the Staff’s comments on behalf of our client, Parametric Sound Corporation (the “Company”), as set forth below.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter.  All capitalized terms used but not defined herein have the meanings assigned to such terms in the Form 10-12G/A.  For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

Operating Statements, page 33

1.

We note your response to comment 13 from our letter dated July 21, 2010.  You state that “the HSS business is properly classified as held and used until the spin-off.  At that time, LRAD Corporation will evaluate its accounting under 205-20-45-1 and 45-5.”  Since you are presenting pro forma financial statements giving effect to the spin-off, tell us in detail the factors you considered in concluding that the HSS business including the H450 product is not considered discontinued operations.

Response:  The Company believes the Hypersonic Sound business should not be reported in the pro forma statements as discontinued because the core technology included in the product will continue after the spin-off. The Company references the “new product line” to distinguish the post spin-off product from the H450 product and to emphasize the improvements that will be made. The Company will employ new processing and control electronics as part of this core technology to enhance the clarity of the sound and reduce the cost of the product, but the core directional sound technology secured by intellectual property will continue in the new improved product. The specific H450 product currently manufactured by LRAD Corporation is not expected to be sold in its current configuration, but an enhanced version of this technology will continue after the spin-off. Mr. Norris has submitted a new patent application to secure the enhancements being made, which is the subject of the proposed license.

SALT LAKE CITY | OGDEN | ST. GEORGE | LAS VEGAS

Larry Spirgel

August 6, 2010

Page 2

The Company is cognizant that Instruction #1 to Article 11-02(b) requires that the historical statement of income used in the pro forma financial information shall not report operations of a segment that has been discontinued. In preparation of the pro forma financial statements, the Company considered the following factors in concluding that the HSS business (including the H450 product) is not considered discontinued operations:

·

Paragraph 3120.1 of the Financial Reporting Manual advises that “pro forma financial information is required if a disposition either by sale, abandonment or distribution to shareholders has occurred or is probable, and is not fully reflected in the historical financial statements. Pro forma data may be necessary, if the disposition is material, even if disposed operations do not satisfy the ASC 205-20 criteria of a discontinued operation.” The Company believes this describes the subject case, the spin-off disposition does not satisfy ASC 205-20 to be considered discontinued operations. If there are discontinued operations within a larger component business that is presented as pro forma statements then in accordance with the advice in Paragraph 3230.4 the pro forma should present only the portion of the income statement through “income from continuing operations” [also Instruction 1 to Article 11-02 of Regulation S-X]. As indicated above, the Company does not consider either the HSS business or the H450 product line either separately or together as discontinued operations either in the historical or the pro forma presentation.

·

With respect to historical reporting (the starting point of the pro forma), the HSS component does not meet the requirements of paragraph 360-10-45-9 as being held for sale. Apart from the spin-off there are no plans to sell the HSS component business, nor are the other requirements of 360-10-45-9 met. With respect to the spin-off plan, the Company relied on the guidance of ASC 360-10-45-15 – “A long-lived asset to be disposed of other than by sale (for example, by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff) shall continue to be classified as held and used until it is disposed of.” To be treated as discontinued operations one key requirement of ASC 205-20-45-1 is that the component be classified as held for sale.

·

Not all disposal activities qualify for reporting as discontinued operations. As discussed in its previous response, the Company does not believe the update of a product as planned after the spin-off, meets the component disposal threshold for a discontinued operation in ASC 205-20-45-1. (Example 1 [ASC 205-20-55-28 to 31] illustrates in Case A that disposing of a losing brand and continuing with profitable brands is not a component meeting the conditions of ASC 205-20-45-1).

·

For pro forma presentation there is no plan to cease the HSS product line business. The component business is expected to continue in either case. If the spin-off is completed then the HSS business line component will continue as a separate company, Parametric Sound Corporation. If the spin-off is abandoned, the HSS business will continue as no decision has been made to discontinue the business.  In neither case (spin-off or not) are there discontinued operations to consider for pro forma presentation.

Larry Spirgel

August 6, 2010

Page 3

·

The Company also considered the factor that the planned upgrade to the product from the proposed license primarily relates to the electronics (amplification and processing) portion of the product. The other key patented and patent pending product part, the HSS emitter (similar to a speaker element, but more sophisticated), is the same between the H450 and the planned new product of Parametric Sound Corporation. The Company does not consider the planned changes to the product to be a complete product replacement.

·

The patents relate to the HSS product line business including the electronics, emitters, applications and blocking patents (defensive intangible assets). There is no discontinuance of the HSS business product line in the pro forma and the upgrade of the product does not justify discontinued treatment. The patents will continue to support the HSS product line business and will continue to be evaluated for impairment each period, whether spun off or not. (See response to #2 below).

·

As disclosed on page 29 of the Information Statement, there was no pro forma adjustment for “any future patent or inventory impairment that may result from transition to our new product line” since this is considered as a future material nonrecurring charge which results from the transaction and will be included in the income of the registrant within 12 months following the transaction and not includable in pro forma statements per Paragraph 3230.4 of the Financial Reporting Manual.

Based on the above factors and guidance, the Company concluded that in presenting pro forma information following the spin-off, that the HSS business including the H450 product is not considered discontinued operations requiring different presentation.

Pro Forma Balance Sheet, page 30

2.

We note your response to comment 25 in our letter dated July 21, 2010.  Please tell us in detail the factors you considered in concluding that the patents and trademarks associated with the H450 product are not impaired.

Response:  The historical cost of patents and trademarks on the opening historical balance sheet used in the pro forma were from the March 31, 2010 statements. There was no adjustment to remove any discontinued assets as the Company determined there were no discontinued operations as described in the response above. The intellectual property that pertains to the Hypersonic Sound business applies to the H450 products manufactured and sold by LRAD Corporation as well as the modified HSS product that will be sold by the Company following the spin-off. The core directional sound technology will continue and as such, no impairment has occurred.

Historically, the Company evaluated potential impairment of intangible assets (including patents and trademarks) according to applicable sections of FASB ASC Topics 350 and 360 (formerly FAS 142 and 144, respectively). This analysis was performed at March 31, 2010 giving consideration to future cash flows expected to be generated from HSS product sales and this analysis supported the value of intellectual property in the financial statements.

Larry Spirgel

August 6, 2010

Page 4

The Company considered the following factors in its determination that the pro forma balance sheet should not include an adjustment relating to potential future impairment of patents:

·

Although the Company’s response to comment 25 in its letter dated July 26, 2010 indicates that the patents relate to technology that is incorporated into the HSS emitters and the HSS H450 product line, this was not meant to imply that some portion of the patented technology will not be utilized in future HSS product line improvements.  The patented technology relates to the product line technology including the proprietary emitters and the technology is not specific to or solely related to the H450 electronics. In addition, management considers patents that may relate to certain electronic processing that may not be directly used in the planned product line improvements, as still important as blocking or defensive intellectual property.

·

As outlined in Paragraph 3210.2 of the Financial Reporting Manual “The pro forma financial information should illustrate only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, while excluding effects that rely on highly judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of that transaction.” The patented technology relating to the HSS product line will continue to be reviewed and evaluated based on the ongoing and future development of HSS product line enhancements, however, a pro forma adjustment relating to potential future impairment was not appropriate since any pro forma adjustment of this nature would not have been based on isolated and objectively measurable effects of the spin-off transaction.

·

Post spin-off, on a pro forma basis, the Company expects the carrying value to be recoverable from the undiscounted cash flows from the use or disposition of the patents (ASC 360-10-35-17). As discussed in MD&A (page 36 of the Information Statement), the Company expects improved gross margins following the spin-off and successful distribution of the improved product line.

·

Parametric Sound intends to continue to use the HSS and other trademarks due to the customer and industry brand recognition.

Accordingly, there was no pro forma adjustment for patent or trademark impairment as part of the pro forma presentation due to the above factors.

Thank you in advance for your cooperation in connection with this matter. Please direct any questions regarding the foregoing information to the undersigned at (435) 674-0400.

Sincerely,

Durham Jones & Pinegar, P.C.

/s/ Joshua Little

Joshua E. Little

JEL/sa

cc:

Elwood G. Norris, Parametric Sound Corporation

Thomas R. Brown, LRAD Corporation

Katherine H. McDermott, LRAD Corporation

Michael H. Lorber, Squar, Milner, Peteron, Miranda & Williamson, LLP

August 5, 2010
 Elwood G. Norris Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100 Henderson, Nevada 89014
Re: Parametric Sound Corporation  Form 10-12G/A
Filed July 27, 2010 File No. 000-54020
  Dear Mr. Norris:
 We have reviewed your amended Form 10 a nd have the following comments.  In our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.            Operating Statements, page 33

1. We note your response to comment 13 from our letter dated July 21, 2010.  You state that “the HSS business is properly classified  as held and used until the spin-off.  At
that time, LRAD Corporation will evaluate  its accounting under 205-20-45-1 and 45-
5.”  Since you are presenting pro forma financial statements giving effect to the spin-off, tell us in detail the factors you cons idered in concluding that the HSS business
including the H450 product is  not considered discon tinued operations.

Mr. Elwood G. Norris
Parametric Sound Corporation August 5, 2010 Page 2  Pro Forma Balance Sheet, page 30

 2. We note your response to comment 25 in our letter dated July 21, 2010.  Please tell us
in detail the factors you consid ered in concluding that the patents and trademarks
associated with the H450 product are not impaired.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

You may contact Kathryn Jacobson at 202-551-3365 or Dean Suehiro at 202-551-
3384 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jonathan Groff at 202-551-3458 or me at 202-551-3810 with any
other questions.

Sincerely,
     /s/ Paul Fischer for
Larry Spirgel
       A s s i s t a n t  D i r e c t o r    cc: Via facsimile to (435) 628-1610

 Joshua E. Little, Esq.

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Durham Jones & Pinegar, P.C.

192 East 200 North, Third Floor

St. George, Utah  84770-2879

435.674.0400

435.628.1610 Fax

www.djplaw.com

Joshua E. Little

Attorney at Law

jlittle@djplaw.com

File No. 41488.00

July 26, 2010

VIA EDGAR

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Parametric Sound Corporation

Registration Statement on Form 10

Filed June 24, 2010

Commission File No. 000-54020

Dear Mr. Spirgel:

We are in receipt of the Staff’s letter dated July 21, 2010 with respect to the above-referenced Registration Statement on Form 10 filed on June 24, 2010.  We are responding herein to the Staff’s comments on behalf of our client, Parametric Sound Corporation (the “Company”), as set forth below.  Courtesy copies of this letter are being submitted to the Staff by facsimile delivery.

As requested by the Staff’s letter, the Company hereby acknowledges that: the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter.  All capitalized terms used but not defined herein have the meanings assigned to such terms in the Form 10.  For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.

General

1.

Please note that the Form 10 goes effective by lapse of time 60 days after the date filed pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934.  After that date, you will be subject to the reporting requirements under Section 13(a) of the Securities Exchange Act of 1934.  In addition, we will continue to review your filing until all of our comments have been addressed.

Response:  The Company acknowledges the Staff’s comment.

SALT LAKE CITY | OGDEN | ST. GEORGE | LAS VEGAS

Larry Spirgel

July 26, 2010

Page 2

2.

Please discuss how you intend to communicate any material changes to the agreements referenced within your “Our Relationship with LRAD Corporation After The Spin-Off” section made after the dissemination of your information statement, but before the distribution.

Response:  The Company does not anticipate any material changes to the agreements referenced within the “Our Relationship with LRAD Corporation After the Spin-Off” section after the dissemination of the information statement.  All material terms of these agreements have been agreed to by the parties.  However, if there are any material changes to these agreements, the Company will communicate such changes through a Current Report on Form 8-K.

Executive Summary, page 1

3.

We note your statement that your summary is a summary of “some of the information contained elsewhere…and should not be considered complete.”  While your summary is not expected to contain all the information found elsewhere in the prospectus, it should nonetheless be complete.  Please revise to indicate that you have included summary disclosure concerning all material terms of your proposed transaction.

Response:  Amendment No. 1 to the Company’s Registration Statement on Form 10 (“Amendment No. 1”) has been revised to address the Staff’s comment.

Our Strengths, page 2

4.

In the interest of balancing your disclosure here, please revise to include disclosure regarding the principle challenges the spun-off company is likely to face, including the need to develop a new product line subsequent to the distribution date and related uncertainty of revenues, and limited funding subsequent to the spin-off.

Response:  Amendment No. 1 has been revised to include a discussion of the significant challenges and uncertainties that the Company faces following the spin-off.

Risk Factors, page 11

5.

Please revise to include risk factor disclosure regarding your auditor’s going concern opinion.

Response:  Amendment No. 1 has been revised to include a risk factor regarding the auditor’s going concern opinion.

We have a history of operating losses, expect additional losses, and may not achieve or sustain profitability, page 11

6.

Please revise to quantify the history of losses referenced in this risk factor.

Response:  Amendment No. 1 has been revised to address the Staff’s comment.

Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply, page 19

Larry Spirgel

July 26, 2010

Page 3

7.

To the extent determinable, please revise to provide an estimate of the costs associated with your compliance with the Sarbanes-Oxley Act of 2002, as discussed in this risk factor.

Response:  As a result of the passage of the Dodd-Frank legislation, the Company, which expects to qualify as a smaller reporting company, will not be required to include an attestation report from its independent public accounting firm regarding the effectiveness of its internal controls over financial reporting. Amendment No. 1 has been revised to reflect the change in the attestation requirements. The elimination of the independent public accounting firm attestation report will significantly reduce the costs associated with compliance with the Sarbanes-Oxley Act of 2002. Accordingly, the above-referenced risk factor has been revised to only address the risks associated with the Company’s potential inability to report that its internal control over financial reporting is effective .

Material U.S. Federal Income Tax Consequences of the Spin-Off, page 24

8.

We note that the disclosure on the top of page 25 is unclear as to who is opining on the tax consequences of the proposed spin-off transaction.  Earlier in the document you have stated the beliefs only of LRAD management in this regard, as well as that you have not obtained either a private-letter ruling from the IRS, nor sought the opinion of your accounting firm.  Please advise, or revise to clarify, if true, that you have not obtained an expert opinion with respect to the tax consequences of the proposed spin-off, and that the statement is limited to management’s belief only.

Response:  Amendment No. 1 has been revised to clarify that the Company has not obtained an expert opinion with respect to the tax consequences of the proposed spin-off, and that the statement is limited to our management’s belief only.

Capitalization and Financing, page 27

9.

In this section and throughout your information statement you make reference to a commitment from Mr. Norris to ensure that “at least $350,000 will be funded at the distribution date through conversion of amounts owed to Syzygy and additional cash on the same terms as other investors”.  Please indicate whether this arrangement is in writing or, if it is not, how it is going to be enforced.  If the arrangement is in writing, please include it as an exhibit to your Form 10.  In addition, please revise your disclosure to make clear that funding received via “conversion of amounts owed to Syzygy” will not represent cash available for working capital.

Response: Amendment No. 1 has been revised to indicate that Mr. Norris’ commitment to ensure that at last $350,000 will be funded at the distribution date is in writing.  The written commitment is filed as an exhibit to Amendment No. 1. Amendment No. 1 has also been revised to state that the conversion of amounts owed to Syzygy will not represent cash available for working capital.

Larry Spirgel

July 26, 2010

Page 4

10.

With respect to the non-binding indications of interest you have received for $650,000 in financing, please indicate the number and person or class of persons involved and how they have expressed their interest.

Response: Amendment No. 1 has been revised to indicate the number and class of persons from whom indications of interest have been received and to indicate that the indications of interest have been received only verbally at this time.

Notes to Unaudited Pro Forma Financial Statements, page 33

11.

Please refer to footnote (A) and the first paragraph above.  Please disclose why you are assuming the minimum floor price to be the market price and disclose the impact of the $0.30 maximum exercise price on pro forma balance sheet and operating statements (footnote (1)).

Response:  Consistent with pro forma guidelines (specifically the Division of Corporation Finance – Financial Reporting Manual, Section 3320.1), the Company assumed that the minimum financing proceeds of $350,000 would be received. While no specific guidance has been identified, the Company believes that it is consistent to also assume the minimum floor price (also a minimum/maximum range) as the market price given the Company’s lack of trading history. A higher market price assumption increases the estimated fair value of the warrants, resulting in a higher initial note discount which reduces the net pro forma debt and increases pro forma equity at the balance sheet date. Accordingly, the Company assumed the minimum prices to reflect a more conservative presentation of the pro forma debt and equity positions.  Footnote A in Amendment No. 1 has been revised to disclose the impact of the maximum price of $0.30 and to disclose that a market price higher than the warrant exercise price could result in a higher value assigned to the warrants.

12.

Please refer to footnote C and Note 10 on page F-19.  Tell us the factors you considered in concluding that it is not appropriate to include the costs incurred by Syzygy on your behalf and your liability to Syzygy in the historical financial statements.  Refer to your basis in the accounting literature.

Response:  The costs incurred by Syzygy are non-operating spin-off transaction costs or outside technology development costs that will only be reimbursed upon the completion of the spin-off. If the spin-off is not completed, neither the HSS component (the Company) nor LRAD Corporation will receive any benefit from either set of expenditures. Neither the Company nor LRAD Corporation has any rights to the technology being developed and financed by Syzygy if the spin-off is not completed and a license agreement is not signed. Similar to an acquiree’s transaction costs in a business combination, the transaction costs paid by Syzygy are not an expense of the Company or LRAD Corporation.

Paragraph 2065.3 of the Division of Corporation Finance –Financial Reporting Manual states:

“Carve-out” financial statements may be appropriate when the acquired business represents a discrete activity of the selling entity for which assets and liabilities are specifically identifiable and a reasonable basis exists to allocate items that are not specifically identifiable to the acquired business, such as debt and indirect expenses not directly involved in the revenue producing activity. “Carve-out” financial statements should reflect all assets and liabilities of the acquired business even if they are not acquired/assumed as part of the acquisition. The staff would expect “carve-out” financial statements to comply with the guidance in SAB Topic 1B.1.

Larry Spirgel

July 26, 2010

Page 5

Topic 1B.1 states regarding expenses:

the staff believes that the historical income statements of a registrant should reflect all of its costs of doing business. Therefore, in specific situations, the staff has required the subsidiary to revise its financial statements to include certain expenses incurred by the parent on its behalf. Examples of such expenses may include, but are not necessarily limited to, the following (income taxes and interest are discussed separately below):

1.

Officer and employee salaries,

2.

Rent or depreciation,

3.

Advertising,

4.

Accounting and legal services, and

5.

Other selling, general and administrative expenses.

Topic 1B.1 further states that:

the staff understands that in some situations a reasonable method of allocating common expenses to the subsidiary (e.g., incremental or proportional cost allocation) must be chosen because specific identification of expenses is not practicable. In these situations, the staff has required an explanation of the allocation method used in the notes to the financial statements along with management's assertion that the method used is reasonable.

The Company does not believe the expenses incurred by Syzygy are the Company’s costs of doing business either as direct or indirect expenses. These expenses were not involved in the revenue producing activity of the HSS component, nor were they costs incurred by LRAD Corporation or the HSS business.  Accordingly, these costs do not represent expenses reportable by LRAD Corporation (as more fully discussed below) so they are not allocable indirect expenses. The Syzygy expenses benefit only the Syzygy owned and to be licensed technology or are in the nature of business combination transaction costs of the other party reimbursable and expensable by LRAD Corporation only in a remote instance within its control as discussed below.

Comparable to the presentation in 3230.4 of the Financial Reporting Manual that material nonrecurring charges should not be included in pro forma income statements, the Company does not believe these charges should be included in carve-out period expenses as they are not costs that relate to the HSS component.

Management determined and believes that an event (unilateral termination) requiring LRAD Corporation to reimburse these costs is remote, and as such, no expenses or liability relating to these costs have been accrued by LRAD Corporation since the loss contingency threshold under ASC 450-20 has not been met. In the event that the reimbursement of any or all of these costs by LRAD Corporation becomes probable, and it becomes necessary for LRAD to recognize the expense and associated liability, this would be considered a corporate overhead cost by LRAD Corporation and would not be considered to be an HSS component cost as there is no benefit to HSS operations.

Larry Spirgel

July 26, 2010

Page 6

Further, the Company does not see this as analogous to SAB Topic 79 (Topic 5-T) in that the expenses paid by Syzygy are not for the benefit of LRAD Corporation or the Company so long as it is a wholly-owned subsidiary of LRAD Corporation. The payments by Syzygy of certain expenditures are for the benefit of future shareholders of the Company only if the spin-off is completed.  The contribution (which ceases to be a contribution at spin-off as the costs are repaid) does not produce any benefit to LRAD Corporation (or any possible indirect Syzygy ownership in LRAD Corporation) if the spin-off is abandoned. The transaction costs are lost with no identifiable benefit and the technology development costs are not owned nor do they benefit LRAD Corporation or the Company if the spin-off is abandoned for any reason.

Accordingly, the Company does not consider these Syzygy costs to be capital contributions on behalf of LRAD Corporation or the Company (pre spin-off) costs under Topic 5-T.

Operating Statements, page 33

13.

Please refer to footnote (1).  We note that you do not currently have plans to produce or sell the H450 product and that you expect future revenues and costs to be from your new product lines.  We also note that the distribution (spin-off) was approved by the LRAD shareholders on June 2, 2010.  Please tell us your consideration of presenting this product line as discontinued operations under ASC 205-20 in your pro forma or historical financial statements.  Include in your response the specific factor

July 21, 2010
 Elwood G. Norris Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100 Henderson, Nevada 89014
Re: Parametric Sound Corporation  Form 10-12G
Filed June 24
th, 2010
File No. 000-54020
  Dear Mr. Norris:
 We have reviewed your Form 10 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. Please note that the Form 10 goes effective by lapse of time 60 days after the date
filed pursuant to Section 12(g)(1) of the S ecurities Exchange Act of 1934.  After that
date, you will be subject to the reporting requirements under Section 13(a) of the
Securities Exchange Act of 1934.  In addition, we will continue to review your filing
until all of our comments have been addressed.
2. Please discuss how you intend to communi cate any material changes to the
agreements referenced within your “Our Relationship with LRAD Corporation After
The Spin-Off” section made after the disse mination of your information statement,
but before the distribution.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 2   Executive Summary, page 1

3. We note your statement that your summary is a summary of “some of the information contained elsewhere…and should not be c onsidered complete.” While your summary
is not expected to contain all of the information found el sewhere in the prospectus, it
should nonetheless be complete. Please re vise to indicate that you have included
summary disclosure concerning all materi al terms of your proposed transaction.

Our Strengths, page 2

4. In the interest of balancing your disclosure here, pleas e revise to include disclosure
regarding the principle challenges the spun- off company is likely to face, including
the need to develop a new product line subse quent to the distribution date and related
uncertainty of revenues, and limited funding subsequent to the spin-off.
 Risk Factors, page 11

5. Please revise to include risk  factor disclosure regardi ng your auditor’s going concern
opinion.

We have a history of operating losses, expect additional losses, and may not achieve or
sustain profitability, page 11

6. Please revise to quantify the history of losses referenced in this risk factor.

Efforts to comply with recently enacted cha nges in securities laws and regulations will
increase our costs and require additional management resources, and we still may fail to
comply, page 19

7. To the extent determinable, please revise to provide an estimate of the costs associated with your compliance with the Sarbanes-Oxley Act of 2002, as discussed
in this risk factor.
 Material U.S. Federal Income Tax C onsequences of the Spin-Off, page 24

8. We note that the disclosure on the top of page 25 is unclear as to who is opining on the tax consequences of the proposed spin -off transaction. Earlier in the document
you have stated the beliefs only of LRAD management in this regard, as well as that you have not obtained either a private-le tter ruling from the IRS, nor sought the
opinion of your accounting firm. Please advise, or revise to clarify, if true, that you
have not obtained an expert opinion with respect to the tax consequences of the
proposed spin-off, and that the statemen t is limited to management’s belief only.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 3  Capitalization and Financing, page 27

9. In this section and throug hout your information statement you make reference to a
commitment from Mr. Norris to ensure th at “at least $350,000 will be funded at the
distribution date through conversion of am ounts owed to Syzygy and additional cash
on the same terms as other investors”.  Pleas e indicate whether this arrangement is in
writing or, if it is not, how it is going to be enforced.  If the arrangement is in writing,
please include it as an exhibit to your Form 10.  In addition, please revise your
disclosure to make clear that funding received via “c onversion of amounts owed to
Syzygy” will not represent cash available for working capital.

10. With respect to the non-binding indicati ons of interest you have received for
$650,000 in financing, please indicate the num ber and person or class of persons
involved and how they have expressed their interest.
 Notes to Unaudited Pro Forma Financial Statements, page 33

11. Please refer to footnote (A) and the first paragraph above.  Please disclose why you
are assuming the minimum floor price to be the market price and disclose the impact
of the $0.30 maximum exercise price on pro forma balance sheet and operating statements (footnote (1)).

12. Please refer to footnote C and Note 10 on page F-19.  Tell us the factors you
considered in concluding that it is not appropriate to include the costs incurred by
Syzygy on your behalf and your liability to  Syzygy in the historical financial
statements.  Refer to your basis in the accounting literature.

Operating Statements, page 33

13. Please refer to footnote (1).  We note that  you do not currently have plans to produce
or sell the H450 product and you expect futu re revenues and costs to be from your
new product lines.  We also note that the di stribution (spin-off) was approved by the
LRAD shareholders on June 2, 2010.  Please te ll us your consider ation of presenting
this product line as discontinued operations  under ASC 205-20 in your pro forma or
historical financial statements.  Incl ude in your response the specific factors
considered and references to th e appropriate accoun ting literature.

Management’s Discussion and Analysis…, page 34

14. In the overview of your management’s discussion and analysis, please discuss the
most significant business challenges that management expects to encounter over the next year and beyond as well as the known tr ends, demands or uncertainties that may
affect the company’s financial conditi on.  See Item 303 of Regulation S-K.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 4
15. We note disclosure on page 36 that you do not  expect past revenues, product costs
and operating expenses to be indicative of  performance in those respective areas post
spin-off.  To the extent practicable, please elaborate on your  expectations going
forward for each of these metrics.  Your discussion should note significant areas of
expense.
16. Please revise to discuss the potential effects of your possible inability  to continue as a
going concern.
17. Given your initial expectation of employing only two individuals, one of whom is
expected to work part-time, please indi cate any uncertainty management has with
respect to accomplishing both day-to -day and long-term milestones.

Results of Operations, page 36

18. Please revise to quantify the extent to  which the sales growth you discuss is
attributable to the program with Cardin al Health that will be fulfilled by LRAD
Corporation.

Liquidity and Capital Resources, page 38

19. Please revise to disclose and quantify all known material short term liquidity
requirements.  For example, comment on potential research and development cash
requirements.  Further, provide similar di sclosure regarding al l known material long-
term liquidity requirements and discuss your  ability to meet these requirements.
Pease note that we consider “long-term” to be the period in excess of the next twelve
months.

Business, page 39

20. We note your statement on page 40 and else where that you “expect to produce new
products at a reduced cost compared to the H450”.  Please disclose the basis for this
belief.
21. Please provide the name of your HSS piezo-f ilm supplier and the names of all other
principal suppliers.  See Item 101(h)(4)(v) of Regulation S-K.
22. We note on page 41 that you expect to ente r into a license ag reement with Syzygy
Licensing LLC.  Please revise to state that the contract is not yet executed.  To the
extent that there is the possibility that the agreement may not be executed, and this
presents a risk deemed material, please re vise to include risk  factor disclosure.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 5  Management, page 46

23. Please disclose any employment/management relationship that Mr. Norris has or had
with Syzygy Licensing LLC.  If Mr. Norri s has an ongoing relationship with Syzygy
Licensing LLC, please disclose the amount of  time he expects to dedicate to that
relationship.

24. Please provide the amount of time Mr. Barnes  expects to devote to you on a weekly
or monthly basis.
 Intangibles, page F-9

 25. Tell us the nature of patents and trademarks  and whether they are associated with the
H450 product.  If not, tell us how you assessed their recoverability.

Syzygy Licensing LLC, pages F-19

Syzygy Licensing LLC, page F-30

26. Please delete the reference to “SEC approval. ”  In addition, disclose in Note 11 that
the LRAD Corporation shareholders approve d the spin-off transaction on June 2,
2010.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson at 202-551-3365 or Dean Suehiro at 202-551-
3384 if you have questions regarding comments on the financial statements and related

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 6  matters.  Please contact Jonathan Groff at 202-551-3458 or me at 202-551-3810 with any
other questions.

Sincerely,
     /s/ Paul Fischer
Larry Spirgel
   cc: Via  facsimile to (435) 628-1610

 Joshua E. Little, Esq.