CORSAIR GAMING, INC.: Entering into a Material Final Agreement, Other Events, Financial Statements and Schedules (Form 8-K)

Article 1.01 Entering into a Substantive Final Agreement

on November 14, 2022, Corsair Gaming, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell 4,545,455 common shares (the “Virtory Shares”), par value $0.0001 per share (“Ordinary Shares”), to the Underwriter (the “Offering”). In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriter the option, during 30 days from the date of the Underwriting Agreement, to purchase up to 681,818 additional ordinary shares (the “Optional Shares” and, together with the Fixed Shares, the ” Shares”). The price to the public in this offering is $16.50 per part. The Underwriter agreed to purchase the Shares of the Company pursuant to the Underwriting Agreement at a price of $16.1838 per part.

Corsair Group (Cayman), L.P (“EagleTree”), which owns a majority of the outstanding shares of the Company and is managed through its managing partner by affiliates of
EagleTree Capital, L.Ppurchased 2,121,212 common shares in the Offering at the public price and on the same terms and conditions as the other purchasers in the Offering.

The Offering has been made under a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective registration statement on Form S-3 (Registration Number 333-266289).

Under the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to any payments the Underwriter may be required to make as a result of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary closing conditions, obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement are made only for the purposes of such agreement and as of specific dates, were for the sole benefit of the parties to such agreement, and may be subject to restrictions imposed by such parties have been agreed.

In connection with the Offering, the Company, the directors and executive officers of the Company and EagleTree have also agreed not to sell or transfer common stock without first obtaining the written consent of the Underwriter, subject to certain exceptions, for a period of (x) the earlier of (i) 90 days from the date of the Prospectus (as defined in the Underwriting Agreement) and (ii) the opening of trading on the first trading day immediately following the public announcement of the Company’s results for the end of the quarter December 31, 2022in the case of the Company and in the case of the directors and executive officers of the Company, and (y) six months after the date of the Prospectus, in the case of EagleTree.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements are not intended to be exhaustive and are qualified in their entirety by reference to such appendix.

A copy of the opinion of Latham & Watkins LLP with respect to the validity of the securities issued in the Offering is hereby submitted as Schedule 5.1.

Item 8.01 Other events.

on November 17, 2022, the Offering was closed and the Company completed the sale and issuance of an aggregate of 4,545,455 Fixed Shares. The company received net proceeds of approx $73.6 millionafter deduction of insurance discounts and commissions.

Section 9.01 Financial statements and appendices.

(d) Exhibits.

Exhibit
Number                                    Description

  1.1          Underwriting Agreement, dated as of November 14, 2022, between
             Corsair Gaming, Inc. and Goldman Sachs & Co. LLC

  5.1          Opinion of Latham & Watkins LLP

 23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1)

  104        Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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