SecProbe.io

Mail Stop 3561
May 23, 2017

Brian Mariotti
Chief Executive Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, WA 98201

Re: Funko, Inc.
Draft Registration Statement on Form S -1
Submitted April 28, 2017
  CIK No. 0001704711

Dear Mr. Mariotti :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your  disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe our comments apply to your fact s and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration stateme nt, we may have  additional
comments.

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us with
mock -ups of any pages that include pictures or graphics to be presented.  Accompanying
captions, if any, should also b e provided.  We may have comments after reviewing the
materials.

2. Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you , or anyone authorized to do so on your behalf , present to

Brian Mariotti
Funko, Inc.
May 23, 2017
Page 2

 potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

3. Please update your financial statements in your next amendment to Form S -1.

Basis of Presentation

Presentation of Financi al Information, page iii

4. We note your disclosure which cites the reason for your presentation and discussion of
combined results for the predecessor  and successor  periods for the combined year ended
December 31, 2015 for certain financial information.  Please note that it would be
inappropriate to merely combine information for the pre -and post -transaction periods
without reflecting all relevant pro forma adjustmen ts required by Article 11 of Regulation
S-X in your discussion.  As such, please revise your MD&A discussion and elsewhere in
the filing regarding the pro forma operating results in 2015 by reflecting the related pro
forma adjustments under Article 11 of R egulation S -X.  Also, please provide the pro
forma financial information for 2015 in order to facilitate your discussion.

Prospectus Summary

Summary Historical and Pro Forma Consolidated Financial and Other Data, page 25

5. Please present with equal or gr eater prominence the comparable GAAP measure margin
percentage to the " Adjusted  EBITDA  margin”  of 22.7% provided on page 25 and
wherever else presented in the filing.  Refer to Item 10(e)(1)(i)(A) of Regulation S -K and
Question 102.10  of the Staff’s Compli ance and Disclosure Interpretations on Non -GAAP
Financial Measures (C&DI’s) for guidance.

Capitalization, page 74

6. Refer to the second bullet point of the first paragraph.  We note you define “Transactions”
as the offering here while you refer “other rela ted transactions” to the Unaudited Pro
Forma Consolidated Financial Information section of the filing.  However, we note you
separately define “Transactions” as different from the offering as disclosed on page 85 of
the section.  Please revise to clarify y our disclosures throughout the filing.

7. We note your presentation of one aggregate column Pro Forma Funko, Inc. for the
capitalization after the Transaction and the offering.  In that regard, please separately
present two columns such as Pro Forma Funko, I nc. and Pro Forma as adjusted Funko,
Inc. for the capitalization after the Transaction and the offering, respectively.

Brian Mariotti
Funko, Inc.
May 23, 2017
Page 3

 Unaudited Pro Forma Consolidated Financial Information, pages 85 to 88

8. Please provide footnotes to your pro forma financial statements to explain your transaction
and offering adjustments.  Please also include a separate footnote to provide
reconciliations of the numerators and denominators for your pro forma net income per
share data calculations.

9. Please provide pro forma tax  adjustments on the face of the pro forma financial statements
for the change of your LLC structure to a corporation .  Please also provide similar pro
forma information on the face of FAH LLC audited financial statements beginning on
page F -6.

10. We note you r presentation of pro forma as adjusted net income per share data on the face
of the unaudited pro forma consolidated statement of operation for the year ended
December 31, 2016.  Please explain to us how you derive pro forma as adjusted net
income and the  related per share data.  It appears pro forma as adjusted net income and its
per share data are non -GAAP measures and that they are not prepared in accordance with
Article 11 of Regulation S -X.  If so, please label them as such and provide all of the
disclosures as required under Item 10(e) of Regulation S -K.

Management’s Discussion and Analysis

Results of Operations, page 94

11. We note you attribute the increase in sales to “continued development of our products as
well as across more properties.”  Please  revise to clearly disclose and quantify each
material factor affecting sales price and/or volume behind the change in revenue and cost
of sales.  Refer to Item 303(a) of Regulation S -K and SEC Release No. 33 -8350.

Liquidity and Capital Resources

Sources  of Funds, page 97

12. We note your disclosure that “cash requirements have been met through cash provided by
operating activities, cash and cash equivalents and borrowings under our Senior Secured
Credit Facilities.”  We note “Contributions from Members” whi ch per your Statement of
Cash Flows was a material source of funds for the Successor 2015 period.  Please clarify
for us and disclose if the contributions would continue to be one of your major liquidity
sources.

Historical Cash Flows, page 98

13. Please enh ance your operating cash flow disclosures by providing a more detailed
discussion and analysis of the material factors that impact the comparability of operating

Brian Mariotti
Funko, Inc.
May 23, 2017
Page 4

 cash flows in terms of cash.  In so doing, discuss the underlying reasons and causes of
change s.  In this regard, explain how the changes in the balances of $33.6 million in
accounts receivable, $8.5 million in prepaid expenses and other assets offset by $14.7
million in accounts payable and $7.7 million in accrued royalties actually impacted the
change in your operating cash.  As you use the indirect method, merely reciting changes in
line items reported in the statement of cash flows may not be sufficient.  Refer to Section
IV.B of SEC Release No. 33 -8350 for guidance.

Business

Sales, page 121

14. Please disclose the names of the customers that accounted for 10% or more of your sales
for the successor and predecessor 2015 periods.  We note from your disclosure on page F -
11, for the “Successor 2015 period, approximately 24%, 20% and 13% of net sales were
generated from three customers.”  Refer to Regulation S -K Item 101(c)(vii).

Executive Compensation Arrangements, page 136

15. We note that you have only listed Mr. Mariotti’s employment agreement as an exhibit to
your draft registration statement.  It appears that you also have employment agreements
with Messrs. Russell, McBreen and Daw  in the form of offer letters .  Please also file these
agreements  or advise.

Management Services Agreement, page 145

16. Please quantify the accelerated monitoring fee payable to ACON on consummation of the
initial public offering.

Principal Stockholders, page 158

17. Refer to footnote (4).  Beneficial ownership is not determined by reference to pecuniary
interest for the purposes of Rule 13d -3.  Please revise this footnote accordingly.

Consolidated Statements of Operations, page F -7

18. We note you do not present earni ng per unit data on the face of the consolidated
statements of operations.  In this regard, please explain to us why you are not required to
present earning per unit data and the related required disclosures pursuant to ASC 260 -10-
50 and ASC 260 -10-15-2.

Brian Mariotti
Funko, Inc.
May 23, 2017
Page 5

 Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Revenue Recognition and Sales Allowance, pages F -13 to F -14

19. We note your disclosures that rebate provisions, sales allowances, and discounts are
recorded when th e revenue is recognized.  In that regard, please tell us and disclose in
more detail the nature of these arrangements with your customers and the accounting
policies related to timing and measurement of each of the sales incentives.

Advertising and Marketing Costs, page F -14

20. Please tell us if you have cooperative advertising arrangements with your customers.  If
so, please tell us and disclose their nature and your accounting policy for advertising costs
in these arrangements.

3. Acquisitions

Acqu isition of Funko Holdings LLC, page F -17

21. We note your disclosure that the cash portion of consideration paid to acquire Funko
Holding LLC totaled $291.7 million.  We also note that cash and cash equivalents as of
October 30, 2015 in your Consolidated Stat ements of Cash Flows was $10.3 million.
Please reconcile for us these amounts to the $241.5 million reported in the line item
"Acquisitions, net of cash" on your Consolidated Statements of Cash Flows.

22. We note your disclosure that you paid $21.7 million c ash to unit option holders at the time
of the ACON acquisition, and that $16.8 million was attributable to service during the
Predecessor 2015 period and the remaining $4.9 million was attributable to the 3,450
replacement Class A unit options.  Please cla rify for us and in your disclosure if the
Predecessor unit option holders received both $4.9 million cash and 3,450 Class A unit
options.  Please explain to us how the cash amounts were allocated as well as telling us
how you fair value the 3,450 Class A u nit options and the fair value amounts.

23. Refer to the last paragraph on page F -18 regarding equity issued as part of purchase
consideration.  You state that certain members of management financed their purchase of
Class A Units with loans from the Company for the aggregate amount of $0.9 million.  In
that regard, please explain to us how the Class A units subscription arrangement with
management related to the purchase of Funko Holdings LLC.

Brian Mariotti
Funko, Inc.
May 23, 2017
Page 6

 You may contact Avrohom Friedmann at (202) 551 -8298  or Andrew Mew at (202) 551 -
3377  if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave  at (202) 551 -3601  or me at (202) 551 -3217  with any other
questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

cc:  Marc D. Jaffe, Esq.
Latham & Watkins LLP