(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

authorize 300,000,000 shares of common stock;

delete all references to the various series of preferred stock that were previously authorized and instead create 5,000,000 shares of undesignated preferred stock with terms to be set by the board of directors, which rights could be senior to those of the common stock;

do not provide for cumulative voting in the election of directors, which means that stockholders holding a majority of the shares of common stock outstanding will be able to elect all directors;

allow the board of directors to alter the bylaws without obtaining stockholder approval;

eliminate the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting;

provide that directors may be removed with or without cause upon the affirmative vote of a majority of the Company’s outstanding common stock; provided, however, at any time when Corsair Group (Cayman), LP and its affiliates (“EagleTree”) beneficially own, in the aggregate, less than 50% of the Company’s outstanding common stock entitled to vote at an election of directors, directors may only be removed for cause and only by the affirmative vote of holders of at least 66-2/3% of the Company’s outstanding common stock;

require the approval of at least 50% of the shares entitled to vote, if EagleTree beneficially owns at least 50% of the shares entitled to vote and 66 2/3% of the shares entitled to vote, if EagleTree beneficially owns less than 50% of the shares entitled to vote, to adopt, amend or repeal the bylaws or amend, alter, change or repeal the Certificate of Incorporation;

unless the Company consents in writing to the selection of an alternative forum, designate the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware) to be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers, employees or stockholders to the Company or its stockholders; (iii) any action, suit or proceeding arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or the Company’s bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Chancery Court; or (iv) any action, suit or proceeding asserting a claim against the Company governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction;

designate the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum; and

establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election.

Other Events.

Financial Statements and Exhibits.

Exhibit No.

Description

Amended and Restated Certificate of Incorporation of Corsair Gaming, Inc.

Amended and Restated Bylaws of Corsair Gaming, Inc.

/s/ Michael Potter

Michael Potter

Chief Financial Officer