SecProbe.io

May 6, 2019
Tracy Daw
Senior Vice President, General Counsel and Secretary
Funko, Inc.
2802 Wetmore Avenue
Everett, Washington 98201
Re:Funko, Inc.
Registration Statement on Form S-3
Filed April 19, 2019
File No. 333-230964
Dear Mr. Daw:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed April 19, 2019
General
1.Please note that we will not be in a position to act on a request to accelerate the effective
date of this Form S-3 until we have completed our review of your Form 10-K for the fiscal
year ended December 31, 2018.
Forum Selection, page 11
2.We note that your forum selection provision identifies the Court of Chancery in the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In this regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or

 FirstName LastNameTracy Daw
 Comapany NameFunko, Inc.
 May 6, 2019 Page 2
 FirstName LastName
Tracy Daw
Funko, Inc.
May 6, 2019
Page 2
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, also state that
there is uncertainty as to whether a court would enforce this provision and that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws .
            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 John Stickel at 202-551-3324 or J. Nolan McWilliams at 202-551-3217
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure