SEC Comment Letter for Funko, Inc. (FNKO) (CIK 0001704711) (FNKO) — Oct 16, 2017
Funko, Inc. (FNKO) (CIK 0001704711)
Date: Oct. 16, 2017 · CIK: 0001704711 · Accession: 0000000000-17-036584
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220856
Letter
Mail Stop 3561 October 16 , 2017 Brian Mariotti Chief Executive Officer Funko, Inc. 2802 Wetmore Avenue Everett, WA 98201
Re: Funko, Inc. Registration Statement on Form S -1 Filed October 6 , 2017 File No. 333-220856
Dear Mr. Mariotti :
We have reviewed your 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 amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in y our response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Unaudited Pro Forma Consolidated Financial Information
Unaudited Pro Forma Con solidated Statement of Operations
Notes to Unaudited Pro Forma Consolidated Statement of Operations, page 96
1. Refer to Note (f) on page 97. We note your disclosure that “ [p]ro forma diluted net loss per share is computed by adjusting the net loss availab le to Class A common stockholders and the weighted -average shares of Class A common stock outstanding to give effect to potentially dilutive securities. ” As your disclosure references adjustments to your pro forma net loss per share, it would appear that any adjustments would be anti -dilutive and
Brian Mariotti Funko, Inc. October 16 , 2017 Page 2
should be exc luded from your computation. Please clarify for us or revise your disclosure accordingly.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Avrohom Friedman at (202) 551 -8298 or Andrew Mew , Senior Assistant Chief Accountant, at (20 2) 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
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Mail Stop 3561 October 16 , 2017 Brian Mariotti Chief Executive Officer Funko, Inc. 2802 Wetmore Avenue Everett, WA 98201 Re: Funko, Inc. Registration Statement on Form S -1 Filed October 6 , 2017 File No. 333-220856 Dear Mr. Mariotti : We have reviewed your 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 amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in y our response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unaudited Pro Forma Consolidated Financial Information Unaudited Pro Forma Con solidated Statement of Operations Notes to Unaudited Pro Forma Consolidated Statement of Operations, page 96 1. Refer to Note (f) on page 97. We note your disclosure that “ [p]ro forma diluted net loss per share is computed by adjusting the net loss availab le to Class A common stockholders and the weighted -average shares of Class A common stock outstanding to give effect to potentially dilutive securities. ” As your disclosure references adjustments to your pro forma net loss per share, it would appear that any adjustments would be anti -dilutive and Brian Mariotti Funko, Inc. October 16 , 2017 Page 2 should be exc luded from your computation. Please clarify for us or revise your disclosure accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Avrohom Friedman at (202) 551 -8298 or Andrew Mew , Senior Assistant Chief Accountant, at (20 2) 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 -Adviso r Office of Transportation and Leisure cc: Marc D. Jaffe, Esq. Latham & Watkins LLP