[SCHEDULE 13G/A] Turtle Beach Corporation SEC Filing

Rhea-AI Filing Summary

Turtle Beach Corporation (TBCH) reporting persons disclosed ownership totaling approximately 1.63 million shares each, representing about 8.2% of the outstanding common stock based on an issuer statement showing 19,823,915 shares outstanding. The holdings are reported across Linmar Capital Fund, LP, Garnet Equity Capital Holdings, Inc., AMS Investors, LLC and two individual control persons, Joseph A. Cohen and Abraham Morris Shamah.

The filing shows no sole voting or dispositive power for any reporting person and instead records shared voting and dispositive power for the stated share amounts. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest and certify the shares were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of ownership: Reporting persons each disclose ~1.63 million shares, representing 8.2% of the class based on 19,823,915 shares outstanding.
• Transparent allocation of voting and dispositive powers: The filing specifies shared voting and shared dispositive power amounts for each reporting person.
• Declaration of passive intent: The reporting persons certify the shares were not acquired to change or influence control of the issuer.

Negative

• No sole voting or dispositive power: Each reporting person reports 0 sole voting and 0 sole dispositive power, indicating no unilateral control.
• Disclaimer of beneficial ownership: Each reporting person disclaims beneficial ownership except to the extent of pecuniary interest, which may limit claims of direct control.

Insights

Financial Analyst

TL;DR: A coordinated group discloses a material ~8.2% stake, reported as shared control and presented as passive in intent.

The Schedule 13G/A reveals a meaningful position size: each reporting person is shown with approximately 1.63 million shares, equating to an 8.2% stake based on 19,823,915 shares outstanding. From an investor-analysis perspective, a stake above 5% is material because it must be disclosed and could draw market attention. However, the filing explicitly records no sole voting or dispositive power and includes a disclaimer of beneficial ownership beyond pecuniary interest, which limits indications of active control or imminent corporate action. This is consistent with a passive investor profile rather than an activist approach.

Corporate Governance Expert

TL;DR: Material ownership is disclosed but structured as shared authority; governance influence appears limited by the reported voting/dispositive arrangements.

The disclosure names Linmar Capital Fund, Garnet Equity, AMS Investors and two individuals as reporting persons, with voting and dispositive power described as shared for the reported shares. For governance implications, shared voting power signals coordination among managers but does not establish unilateral control. The submission also contains the standard certification that the securities were not acquired to change or influence control, reinforcing the filing's presentation as a passive holding. Investors should note the clear delineation of power types recorded in Item 4.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Turtle Beach Corporation

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

900450206

(CUSIP Number)

06/30/2025

(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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,631,834.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,631,834.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,631,834.00

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)

8.2 %

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,634,685.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,634,685.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,634,685.00

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)

8.2 %

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,634,685.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,634,685.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,634,685.00

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)

8.2 %

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,634,685.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,634,685.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,634,685.00

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)

8.2 %

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,634,685.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,634,685.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,634,685.00

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)

8.2 %

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 Corporation
(b)	Address of issuer's principal executive offices: 15822 Bernardo Center Drive, Suite 105 San Diego, CA 92127
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 4.	Ownership
(a)	Amount beneficially owned: Linmar Capital Fund, LP - 1,631,834 Garnet Equity Capital Holdings, Inc. - 1,634,685 AMS Investors, LLC - 1,634,685 Joseph A. Cohen - 1,634,685 Abraham Morris Shamah - 1,634,685 The Common Stock (the "Shares") reported herein include Shares held by Linmar Capital Fund, LP ("Linmar") and any other accounts managed by the Managers (as defined below). 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. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein. The percentages reported herein are calculated based upon the statement in the Issuer's Form 10-Q filed with the SEC on August 7, 2025, that there were 19,823,915 Shares outstanding as of June 30, 2025.
(b)	Percent of class: Linmar Capital Fund, LP - 8.2% Garnet Equity Capital Holdings, Inc. - 8.2% AMS Investors, LLC - 8.2% Joseph A. Cohen - 8.2% Abraham Morris Shamah - 8.2%
(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 - 1,631,834 Garnet Equity Capital Holdings, Inc. - 1,634,685 AMS Investors, LLC - 1,634,685 Joseph A. Cohen - 1,634,685 Abraham Morris Shamah - 1,634,685
	(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 - 1,631,834 Garnet Equity Capital Holdings, Inc. - 1,634,685 AMS Investors, LLC - 1,634,685 Joseph A. Cohen - 1,634,685 Abraham Morris Shamah - 1,634,685
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.

Linmar Capital Fund, LP

Signature:	Joseph A. Cohen
Name/Title:	President of Garnet Equity Capital Holdings, Inc.
Date:	08/14/2025

Garnet Equity Capital Holdings, Inc.

Signature:	Joseph A. Cohen
Name/Title:	President
Date:	08/14/2025

AMS Investors, LLC

Signature:	Abraham Morris Shamah
Name/Title:	Managing Member
Date:	08/14/2025

Joseph A. Cohen

Signature:	Joseph A. Cohen
Name/Title:	Joseph A. Cohen
Date:	08/14/2025

Abraham Morris Shamah

Signature:	Abraham Morris Shamah
Name/Title:	Abraham Morris Shamah
Date:	08/14/2025

Exhibit Information

Exhibit I - JOINT FILING STATEMENT

FAQ

Who filed the Schedule 13G/A for Turtle Beach (TBCH)?

The filing lists Linmar Capital Fund, LP; Garnet Equity Capital Holdings, Inc.; AMS Investors, LLC; and individuals Joseph A. Cohen and Abraham Morris Shamah as reporting persons.

How many shares does the reporting group disclose owning in TBCH?

Each reporting person is shown with approximately 1,631,834 to 1,634,685 shares; the filing reports an aggregate ownership of about 1.63 million shares per person.

What percentage of TBCH does the disclosed position represent?

The reported position represents approximately 8.2% of the outstanding common stock based on 19,823,915 shares outstanding.

Do the reporting persons claim control over voting or disposition of the shares?

No; the filing shows 0 sole voting power and 0 sole dispositive power for each person and instead reports shared voting and dispositive power.

Does the filing state an intent to change or influence Turtle Beach's control?

The certification in Item 10 states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.