| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Turtle Beach Corp (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
900450206 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 900450206 |
| 1 | Names of Reporting Persons Linmar Capital Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,372,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 900450206 |
| 1 | Names of Reporting Persons Garnet Equity Capital Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,372,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, CO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 900450206 |
| 1 | Names of Reporting Persons AMS Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,372,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 900450206 |
| 1 | Names of Reporting Persons Joseph A. Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,372,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 900450206 |
| 1 | Names of Reporting Persons Abraham Morris Shamah | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,372,367.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Turtle Beach Corp | |
| (b) | Address of issuer's principal executive
offices: 44 South Broadway, 4th Floor White Plains, New York 10601 | |
| Item 2. | ||
| (a) | Name of person filing: Linmar Capital Fund, LP
Garnet Equity Capital Holdings, Inc.
AMS Investors, LLC
Joseph A. Cohen
Abraham Morris Shamah | |
| (b) | Address or principal business office or, if
none, residence: Linmar Capital Fund, LP
Garnet Equity Capital Holdings, Inc.
AMS Investors, LLC
Joseph A. Cohen
Abraham Morris Shamah
575 Madison Ave, Suite 1601
New York, NY 10022 | |
| (c) | Citizenship: Linmar Capital Fund, LP - Delaware
Garnet Equity Capital Holdings, Inc. - Delaware
AMS Investors, LLC - Delaware
Joseph A. Cohen - United States
Abraham Morris Shamah - United States | |
| (d) | Title of class of securities: Common Stock, par value $0.001 | |
| (e) | CUSIP No.: 900450206 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Linmar Capital Fund, LP - 1,372,367
Garnet Equity Capital Holdings, Inc. - 1,372,367
AMS Investors, LLC - 1,372,367
Joseph A. Cohen - 1,372,367
Abraham Morris Shamah - 1,372,367
*The Common Stock (the "Shares") reported herein include (i) Shares held by Linmar Capital Fund, LP ("Linmar") and any other accounts managed by the Managers (as defined below); and (ii) Shares which Linmar may acquire through the exercise of options. Linmar is managed by Garnet Equity Capital Holdings, Inc. ("Garnet Equity") and AMS Investors, LLC ("AMS", and together with Garnet Equity, the "Managers"). Mr. Cohen and Mr. Shamah are the control persons of the Managers.
The percentages reported herein are calculated based upon the statement in the Issuer's Form 10-Q filed with the SEC on November 7, 2024, that there were 20,079,323 Shares outstanding as of October 31, 2024, plus the approximate number of Shares Linmar has the right to acquire through the exercise of certain of its options in accordance with Rule 13d-3(d)(1)(i) of the Act. | |
| (b) | Percent of class: Linmar Capital Fund, LP - 6.8%
Garnet Equity Capital Holdings, Inc. - 6.8%
AMS Investors, LLC - 6.8%
Joseph A. Cohen - 6.8%
Abraham Morris Shamah - 6.8% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Linmar Capital Fund, LP - 0
Garnet Equity Capital Holdings, Inc. - 0
AMS Investors, LLC - 0
Joseph A. Cohen - 0
Abraham Morris Shamah - 0 | ||
| (ii) Shared power to vote or to direct the
vote: Linmar Capital Fund, LP - 1,372,367
Garnet Equity Capital Holdings, Inc. - 1,372,367
AMS Investors, LLC - 1,372,367
Joseph A. Cohen - 1,372,367
Abraham Morris Shamah - 1,372,367 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Linmar Capital Fund, LP - 0
Garnet Equity Capital Holdings, Inc. - 0
AMS Investors, LLC - 0
Joseph A. Cohen - 0
Abraham Morris Shamah - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Linmar Capital Fund, LP - 1,372,367
Garnet Equity Capital Holdings, Inc. - 1,372,367
AMS Investors, LLC - 1,372,367
Joseph A. Cohen - 1,372,367
Abraham Morris Shamah - 1,372,367 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit I - JOINT FILING STATEMENT |