UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
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Explanatory Note
On March 18, 2024, Turtle Beach Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report its acquisition of Performance Design Products LLC (“PDP”), through the acquisition of all of the issued and outstanding equity of FSAR Holdings, Inc. (the “Transaction”). By this amendment to the Original 8-K, the Company is amending Item 9.01 thereof to include the required financial statements and pro forma financial information.
This amendment amends and supplements the Original 8-K solely to provide the financial statements and pro forma financial information relating to the Transaction required under Item 9.01 of Form 8-K as set forth below, which are incorporated herein by reference, and which were excluded from the Original 8-K in reliance on the instructions to such item. This amendment reports no other updates or amendments to the Original 8-K. The pro forma financial information included in this amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and PDP would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Audited consolidated balance sheets as of March 31, 2023 and March 31, 2022 and the related statements of operations, member’s equity, and cash flows for each of the fiscal years ended March 31, 2023 and March 31, 2022 of PDP, are attached as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.
Unaudited consolidated balance sheets as of December 31, 2023 and March 31, 2023, statement of operations for the nine months ended December 31, 2023 and December 31, 2022, statement of member’s equity for the nine and twelve months ended December 31, 2023 and March 31, 2023, and statement of cash flows for the nine months ended December 31, 2023 and December 31, 2022 of PDP, are attached as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information is attached as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference:
| (i) | Unaudited Pro Forma Combined Statement of Operations for the three months ended March 31, 2024; |
| (ii) | Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2023; and |
| (iii) | Notes to Unaudited Pro Forma Combined Financial Information. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TURTLE BEACH CORPORATION | ||||||
| Date: May 28, 2024 | By: | /s/ JOHN T. HANSON | ||||
John T. Hanson Chief Financial Officer and Treasurer | ||||||