[S-3/A] Corsair Gaming, Inc. Amended Shelf Registration Statement

Rhea-AI Filing Summary

Corsair Gaming, Inc. filed an amendment to its shelf registration on Form S-3 to refile the legal opinion in Exhibit 5.1. The amendment is exhibits-only and expressly states it does not change any other information previously included in the registration statement.

The filing discloses the SEC registration fee of $35,480.90 (with a portion carried forward from a prior registration) and notes that other issuance expenses cannot be estimated at this time. The company describes standard Delaware-law indemnification and exculpation provisions for directors and officers, related indemnification agreements and directors' and officers' insurance, and lists the exhibits and consents filed, including the opinion of Freshfields US LLP.

Positive

• Exhibit 5.1 (legal opinion of Freshfields US LLP) refiled and filed herewith, ensuring the registration statement includes required counsel opinion
• SEC registration fee of $35,480.90 is quantified and a portion was carried forward from the prior registration, clarifying filing fee treatment
• Amendment is exhibits-only and does not amend substantive sections of the prior registration statement, preserving previously disclosed information

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: This is an exhibits-only amendment that reconfirms standard director indemnification and supplies a required legal opinion; no substantive business changes.

The amendment refiles Exhibit 5.1 (legal opinion) and reiterates that no other sections of the registration statement are amended. The indemnification language described mirrors common Delaware practice: exculpation under Section 102(b)(7), indemnification under Section 145, advancement of expenses, and maintained D&O insurance. For governance stakeholders, these provisions are standard and preserve managerial protections while reserving judicial review where indemnification may conflict with public policy.

Securities Attorney

TL;DR: Procedural amendment focused on filing consistency and required exhibits; legally routine and not materially impactful to investors.

The filing is exhibits-only and primarily ensures the registration statement includes the counsel opinion (Exhibit 5.1) and associated consents. It notes the SEC registration fee of $35,480.90 and that other offering-related fees cannot be estimated until securities and issuance frequency are known. Undertakings and standard Rule 430B/415-related provisions are reiterated. From a securities-compliance perspective, this is a routine corrective and completion filing rather than a disclosure of new material facts.

As filed with the Securities and Exchange Commission on August 13, 2025

Registration No. 333-289391

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Corsair Gaming, Inc.

(Exact name of registrant as specified in its charter)

Delaware		82-2335306
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

115 N. McCarthy Boulevard

Milpitas, California 95035

(510) 657-8747

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael G. Potter

Chief Financial Officer

115 N. McCarthy Boulevard

Milpitas, California 95035

(510) 657-8747

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Phillip S. Stoup, Esq.

Shira Oyserman, Esq.

Freshfields US LLP

One Bush Street, 17^th Floor

San Francisco, CA 94104

Telephone: (415) 400-2199

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE:

Corsair Gaming, Inc. is filing this Amendment No. 1 (the “Amendment”), to our Registration Statement on Form S-3 (File No. 333-289391), as an exhibits-only filing to refile Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page and the exhibit index, and the filed exhibits. This Amendment does not amend any other sections of, or information included in, the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.

SEC registration fee(1)		$	35,480.90
FINRA filing fee		$	(2)
Legal fees and expenses		$	(2)
Accounting fees and expenses		$	(2)
Blue Sky, qualification fees and expenses		$	(2)
Transfer agent fees and expenses		$	(2)
Trustee fees and expenses		$	(2)
Printing expenses		$	(2)
Warrant agent fees and expenses		$	(2)
Miscellaneous		$	(2)
Total		$	(2)

(1) The Registrant is filing this registration statement to replace its existing registration statement (File No. 333-266289). In accordance with Rule 457(p), effectiveness of this registration statement will be deemed to terminate such registration statement. A portion of the filing fee associated with this registration statement was carried forward from the prior registration statement. Please see the registration fee table contained in Exhibit 107 to this registration statement for more information.

(2) These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our second amended and restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

Our second amended and restated certificate of incorporation includes a provision that, to the fullest extent permitted by the DGCL, eliminates the personal liability of directors to us or our stockholders for monetary damages for any breach of fiduciary duty as a director. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation will not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director. Further, our second amended and restated certificate of incorporation and our amended and restated bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We also are authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our second amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

We have entered into indemnification agreements with each of our directors and officers pursuant to which we have agreed to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

We maintain standard policies of insurance that provide coverage (i) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to us with respect to indemnification payments that we may make to such directors and officers.

Any underwriting agreement or distribution agreement that we enter into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify us, some or all of our directors and officers and our controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act of 1933, as amended.

Item 16. Exhibits

Exhibit number		Exhibit description		Incorporated by Reference						Filed Herewith
				Form		Date		Number
1.1*		Form of Underwriting Agreement.
3.1		Second Amended and Restated Certificate of Incorporation.		8-K		September 25, 2020		3.1
3.2		Amended and Restated Bylaws.		8-K		September 25, 2020		3.2
4.1		Reference is made to exhibits 3.1 through 3.2.
4.2		Form of Stock Certificate.		S-1/A		September 18, 2020		4.2
4.3		Investor Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP.		10-Q		November 10, 2020		4.2
4.4		Registration Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP.		S-1/A		September 14, 2020		4.4
4.5		Form of Indenture.		S-3		August 7, 2025		4.5
4.6*		Form of Debt Security.
4.7*		Form of Warrant.
4.8*		Form of Warrant Agreement.
4.9*		Form of Purchase Contract Agreement.
4.10*		Form of Unit Agreement.
5.1		Opinion of Freshfields US LLP.								X
23.1		Consent of Independent Registered Public Accounting Firm.		S-3		August 7, 2025		23.1
23.2		Consent of Freshfields US LLP (included in Exhibit 5.1).								X
24.1		Power of Attorney. Reference is made to the signature page to the Registration Statement.		S-3		August 7, 2025		24.1
25.1*		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the indenture filed as Exhibit 4.5 above.
107		Filing Fee Table.		S-3		August 7, 2025		107

* To be filed by amendment or incorporated by reference in connection with the offering of the securities.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) [Reserved.]

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment on Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Milpitas, California, on the 13th day of August, 2025.

Corsair Gaming, Inc.
By:		/s/ Thi L. La
Name:		Thi L. La
Title:		Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
* Thi L. La		Chief Executive Officer and Director (Principal Executive Officer)		August 13, 2025
/s/ Michael G. Potter Michael G. Potter		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 13, 2025
* Anup Bagaria		Director		August 13, 2025
* Diana Bell		Director		August 13, 2025
* Jason Cahilly		Director		August 13, 2025
* George L. Majoros, Jr.		Director		August 13, 2025
* Sarah M. Kim		Director		August 13, 2025
* Stuart A. Martin		Director		August 13, 2025
* Samuel R. Szteinbaum		Director		August 13, 2025
* Randall J. Weisenburger		Director		August 13, 2025

By:		/s/ Michael G. Potter
Michael G. Potter
Attorney -in-Fact

FAQ

What change does Corsair Gaming (CRSR) make in this S-3/A amendment?

The amendment is exhibits-only and specifically refiles Exhibit 5.1 (opinion of Freshfields US LLP); it does not amend other substantive sections of the registration statement.

How much is the SEC registration fee disclosed in the filing for CRSR?

The filing discloses an SEC registration fee of $35,480.90, with a portion carried forward from the prior registration statement.

Does the amendment change estimated offering expenses for Corsair Gaming?

No. The filing states that other issuance and distribution fees (legal, accounting, printing, transfer agent, trustee, etc.) cannot be estimated at this time because they depend on securities offered and number of issuances.

What indemnification protections are described for directors and officers in the S-3/A?

The registration statement describes standard Delaware provisions: limitation of director liability under Section 102(b)(7), indemnification and expense advancement under Section 145, and maintained directors' and officers' liability insurance.

Who signed the amendment on behalf of Corsair Gaming (CRSR)?

The amendment is signed on behalf of the registrant by Thi L. La (Chief Executive Officer) and by Michael G. Potter (Chief Financial Officer and Attorney-in-Fact), and includes signatures of the board of directors.