SecProbe.io

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 Funko, Inc.
 2802 Wetmore Avenue
 Everett, Washington 98201 August 13,
2025 VIA EDGAR TRANSMISSION United States
Securities and Exchange Commission Division of Corporation Finance
 Office of Manufacturing 100 F Street, N.E.
 Washington, D.C. 20549-6010 Attention:    Erin
Donahue

 Re: 

 Funko, Inc.

 Registration Statement on Form S-3 (Registration No. 333-289388)
 Ladies and Gentlemen: In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-289388) (the “Registration Statement”), of Funko, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:05 p.m., Eastern Time, on
August 15, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Benjamin Cohen at (212) 906-1623. If you have any questions regarding the foregoing, please do not hesitate to contact Benjamin Cohen of
Latham & Watkins LLP at (212) 906-1623. Thank you in advance for your assistance in this matter.

 Very truly yours,

 FUNKO, INC.

 By:

 /s/ Tracy Daw

 Name: Tracy Daw

 Title: Chief Legal Officer and Secretary

 cc:
 (via email)
 Yves LePendeven, Chief Financial Officer, Funko, Inc.
 Marc D. Jaffe, Latham & Watkins LLP
 Ian D. Schuman, Latham & Watkins LLP
 Benjamin J. Cohen, Latham & Watkins LLP
 Lindsey A. Mills, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Michael Lunsford
Chief Executive Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, Washington 98201

 Re: Funko, Inc.
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289388
Dear Michael Lunsford:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

February 7, 2025
Yves Le Pendeven
Chief Financial Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, WA 98201
Re:Funko, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 7, 2024
File No. 001-38274
Dear Yves Le Pendeven:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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February 4, 2025

VIA EDGAR SUBMISSION

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Gordon and Ernest Greene

Re: Funko, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 8-K Furnished on November 7, 2024

 Response dated January 15, 2025

 File No. 001-38274

Dear Mr. Gordon and Mr. Greene:

Funko, Inc. (the “Company”) is pleased to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated January 29, 2025. For ease of reference, the comment is repeated in italics below and followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 70

1.We have read your response to prior comment 1. In regards to your adjustments related to (9) one-time disposal costs for finished goods held at offshore factories, (10) one-time disposal costs for unfinished goods held at offshore factories, and 11) inventory write-down, we continue to believe that these adjustments represent normal operating expenses related to your business and should not be eliminated from your Non-GAAP financial measures. Please revise future filings to not exclude these adjustments from your Non-GAAP performance measures. See Question 100.01 of the SEC's Non-GAAP Financial Measures Compliance and Disclosure Interpretation.

RESPONSE

The Company respectfully acknowledges the Staff’s comment, and the Company will remove the adjustments related to one-time disposal costs for finished goods held at offshore factories, one-time disposal costs for unfinished goods held at offshore factories, and inventory write-down from the Company’s Non-GAAP performance measures in its future filings with the Commission.

Please do not hesitate to telephone the undersigned at (425) 783-3616, ext. 267, if you have any questions regarding this response letter.

 Very truly yours,

 /s/ Yves Le Pendeven

 Yves Le Pendeven

 Chief Financial Officer

January 29, 2025
Yves Le Pendeven
Chief Financial Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, WA 98201
Re:Funko, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 7, 2024
Response dated January 15, 2025
File No. 001-38274
Dear Yves Le Pendeven:
            We have reviewed your January 15, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 17, 2024 letter.
Form 10-K for the Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 70
1.We have read your response to prior comment 1. In regards to your adjustments
related to (9) one-time disposal costs for finished goods held at offshore factories, (10)
one-time disposal costs for unfinished goods held at offshore factories, and 11)
inventory write-down, we continue to believe that these adjustments represent normal
operating expenses related to your business and should not be eliminated from your
Non-GAAP financial measures. Please revise future filings to not exclude these
adjustments from your Non-GAAP performance measures. See Question 100.01 of
the SEC's Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

January 29, 2025
Page 2
            Please contact Jeff Gordon at 202-551-3866 or Ernest Greene at 202-551-3733 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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January 15, 2025

VIA EDGAR SUBMISSION

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Gordon and Ernest Greene

Re: Funko, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

 Form 8-K Furnished on November 7, 2024

 File No. 001-38274

Dear Mr. Gordon and Mr. Greene:

Funko, Inc. (the “Company”) is pleased to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 17, 2024. For ease of reference, the comment is repeated in italics below and followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 70

1.In regard to your presentation of non-GAAP financial measures, please address the following items.

•We note adjustment (4) related to Acquisition transaction costs and other expenses and adjustment (5) related to Certain severance, relocation and related costs. More fully disclose and discuss the specific nature and amounts of the types of costs included in each adjustment for the years ended December 31, 2023 and 2022 and the nine months ended September 30, 2024 and 2023. Please also explain to us how you determined that the adjustments related to each type of cost is appropriate based on the guidance in Question 100.01 of the SEC’s Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

•We note the adjustments related to (8) one-time cloud based computing arrangement abandonment, (9) one-time disposal costs for finished goods held at offshore factories, (10) one-time disposal costs for unfinished goods held at offshore factories, and (11) inventory write-down. It appears to us that these items represent normal operating expenses related to your business and should not be eliminated from non-GAAP financial measures. Please revise future disclosures to not exclude these adjustments from your Non-GAAP performance measures or explain why you believe these adjustments are appropriate. Refer to Question 100.01 of the SEC's Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

RESPONSE

The Company respectfully acknowledges the Staff's comments and submits that the Company has considered the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the “C&DIs”). As more fully described below, the Company believes that its non-GAAP adjustments are not normal, recurring, cash operating expenses necessary to operate its business and believes that the exclusion of the noted costs does not cause the presentation of the Company's non-GAAP measures to be misleading.

When adjusting for costs in determining the Company’s non-GAAP financial measures, the Company evaluates the nature and effect of the excluded costs and whether and how those costs correlate to the Company’s operations, revenue generating activities, business strategy, and industry. Based on this evaluation, the Company considers whether a cost could be viewed as a normal, recurring cost related to the Company’s core operations and the exclusion thus misleading. The below paragraphs provide additional background on the noted adjustments and explain how the adjustment for these costs is consistent with the guidance in Question 100.01 of the C&DIs.

With respect to the adjustments related to Acquisition transaction costs and other expenses, the expenses and charges related to transactions outside of the Company’s normal business operations, in particular the abandonment of potential new business initiatives that had not become operational, including, vinyl record manufacturing (the “Vinyl Record Manufacturing Initiative”) and a deposit towards a jewelry company acquisition (the “Jewelry Initiative”), the sale of certain assets of the Company’s board games business (the “Sale of Board Games”), the acquisition of Mondo Collectibles, LLC, the Capital Contribution (as defined below), the ACON Sale (as defined below) and the settlement of a previously-disclosed dispute arising out of a U.S. customs matter relating to the Company’s Loungefly, LLC subsidiary (the “Loungefly Matter”). The specific costs were as follows:

•For the year ended December 31, 2023, primarily included (i) a lease termination charge of $5.0 million that related to the Vinyl Record Manufacturing Initiative, (ii) expenses related to assets held for sale of $6.8 million (including fair market value adjustments of $6.5 million) in connection with the Vinyl Record Manufacturing Initiative and the Sale of Board Games, (iii) related charges of termination of service contracts, architecture and design fees directly tied to the Vinyl Record Manufacturing Initiative lease termination of $1.6 million, and (iv) purchase agreement termination charge of $1.0 million related to the Jewelry Initiative, partially offset by acquisition-related benefits of $975,000 related to a working capital adjustment under the Mondo Collectibles, LLC acquisition. Each of the foregoing was an unusual, special cost that is not part of the Company’s ordinary operations. The Company does not regularly pursue acquisitions or dispositions as part of its strategy and therefore considers acquisition costs and assets held for sale to be unusual and not reflective of ordinary business operations. Within the most recent five-year period, the Company has completed the acquisition of Mondo Collectibles, LLC, MessageMe, Inc. (d/b/a HipDot) and acquired a majority interest in and subsequently acquired the remaining membership interest in Tokenwave, LLC. The Sale of Board Games was the first disposition in Company history.

•For the year ended December 31, 2022, primarily included investment banking and due diligence fees related to (i) the acquisition of Mondo Collectibles, LLC of $181,000 and (ii) the Capital Contribution and ACON Sale (each as defined below) of $2.4 million. As noted above, the Company does not regularly pursue acquisitions or dispositions as part of its strategy and therefore considers acquisition costs associated with the Mondo Collectibles, LLC acquisition to be unusual and not reflective of ordinary business operations. As used herein, “Capital Contribution” refers to the Company’s purchase of 4,251,701 newly issued common units of our subsidiary, Funko Acquisition Holdings, L.L.C. (“FAH, LLC”) in exchange for a capital contribution of approximately $74.0 million, as further described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”) and “ACON Sale” refers to the sale of equity in the Company and FAH, LLC by ACON Funko Investors, L.L.C and certain of its affiliates to TCG 3.0 Fuji, LP, as further described in the 2022 10-K.  The Capital Contribution and the ACON Sale were each a one-time transaction unrelated to the Company’s ordinary operations.

•For the nine months ended September 30, 2024, primarily included a net one-time legal settlement gain of $1.4 million related to the Loungefly Matter and costs of $2.0 million related to contract settlement agreements and related services for assets held for sale (including fair market value adjustments of $109,000) for the Vinyl Record Manufacturing Initiative and the Sale of Board Games. Legal settlements vary significantly in their nature, size and frequency and the Company believes the associated costs are not normal operating expenses. As noted above, the Company does not regularly dispose of assets as part of its strategy and therefore considers costs associated with assets held for sale to be unusual and not reflective of ordinary business operations.

•For the nine months ended September 30, 2023, primarily included a lease termination charge of $5.0 million that related to the Vinyl Records Manufacturing Initiative, and related charges of termination of service contracts, architecture and design fees directly tied to the Vinyl Records Manufacturing Initiative lease termination of $1.2 million, a purchase agreement termination charge of $1.0 million related to the Jewelry Initiative, partially offset by acquisition-related benefits of $975,000 related to a working capital adjustment under the Mondo Collectibles, LLC purchase agreement. See the first bullet above for an explanation of the Company’s analysis with respect to these adjustments.

With respect to the adjustments related to Certain severance, relocation and related costs, the expenses and charges also relate to events outside of normal business operations, namely reductions-in-force that occurred in March and July 2023, certain executive management departures, and two related, extraordinary warehouse events: the consolidation of our Washington-based warehouses and the opening of a new warehouse and distribution facility in Buckeye, Arizona (together, the “Warehouse Relocation”). The specific costs were as follows:

•For the year ended December 31, 2023, primarily included severance expenses of $5.2 million related to the reductions-in-force in March and July 2023, $879,000 of severance and benefit costs related to certain executive management departures and $382,000 related to the removal of leasehold improvements and the return of warehouses as part of the Warehouse Relocation. The Company does not consider reductions-in-force, these executive management departures or the charges related to the Warehouse Relocation to be part of its ordinary course operations.

•For the year ended December 31, 2022, primarily included severance, relocation and related benefits expenses of $1.7 million, $1.4 million of severance and benefit costs related to certain executive management departures and warehouse equipment and inventory moving costs of $5.6 million related to the Warehouse Relocation. See prior bullet for analysis.

•For the nine months ended September 30, 2024, primarily included $1.9 million of severance and benefit costs related to certain executive management departures. The Company does not consider these executive management departures to be ordinary course.

•For the nine months ended September 30, 2023, primarily included warehouse equipment and inventory moving costs of $376,000 related to the Warehouse Relocation. It also included $5.4 million of charges related to severance and benefit costs for reductions-in-force in March and July 2023. See the first bullet above for the Company’s analysis of these adjustments.

In future periods, the Company will more fully describe the nature of the foregoing adjustments.

The adjustment related to one-time cloud-based computing arrangement abandonment represented capitalized costs related to an enterprise resource planning software solution to replace the Company’s multiple global applications that was developed but ultimately abandoned prior to implementation. The development and software costs were deemed to be not transferrable and specific to this single project that was unfit for the Company’s business needs. The Company believes this adjustment is appropriate as this initiative was unique and not reflective of the Company’s ordinary operations.

With respect to one-time disposal costs for finished and unfinished goods held at offshore factories and inventory write-down, these charges resulted from an accumulation of various factors, including shipping delays coming out of the COVID-19 pandemic and certain customer order cancelations, the Warehouse Relocation, and the Company’s transition of IT systems, that resulted in excess inventory in the latter part of fiscal year 2022. This excess inventory was primarily related to the foregoing reasons and the related charges were not a result of the Company’s normal course inventory management. In order for the Company’s U.S. warehouse to efficiently receive, process and distribute inventory to meet future customer demand, an inventory write-down and disposal of goods held at offshore factories was deemed necessary. While the Company disposes of certain inventory in the normal course as part of its ordinary operations, it is not normal Company practice to hold a significant amount of excess inventory as a result of a warehouse transition or issues relating to IT systems, and the Company therefore considered these all to be appropriate adjustments to its non-GAAP financial measures.

As noted above, the Company considers each of these adjustments to be related to unusual transactions or circumstances not reflective of the Company’s ordinary business operations and therefore appropriate adjustments consistent with Question 100.01 of the C&DIs. In future disclosures, the Company will continue to evaluate non-GAAP financial measures considering the Commission’s rules and the C&DIs.

Form 8-K Filed November 7, 2024

Use of Non-GAAP Financial Measures

2.We note your disclosure that your senior secured credit facilities use adjusted EBITDA to measure your compliance with covenants, such as senior leverage ratio. Please clarify whether you are using adjusted EBITDA as both a performance and liquidity measure. If so, please enhance your disclosure to also reconcile adjusted EBITDA to the most directly comparable GAAP liquidity measure, cash provided by operating activities, and separately discuss the limitations of your non-GAAP measures as both performance and liquidity measures.

RESPONSE

The Company uses adjusted EBITDA internally for evaluating its operating performance, for planning purposes, including the preparation of its annual operating budget and financial projections, to assess incentive compensation for its employees, and to evaluate its capacity to expand its business. A similarly named measure is utilized in its senior secured credit facilities to calculate compliance with the financial covenants. However, adjusted EBITDA under the Company’s senior secured credit facilities is not calculated in the same manner as presented in its filings with the Commission and, accordingly, the Company will remove the following statement from future filings: “In addition, our senior secured credit facilities use adjusted EBITDA to measure our compliance with covenants, such as senior leverage ratio.” The Company does not consider adjusted EBITDA as presented in its filings with the Commission to be a liquidity measure.

Please do not hesitate to telephone the undersigned at (425) 783-3616, ext. 267, if you have any questions regarding this response letter.

 Very truly yours,

 \s\ Yves Le Pendeven

 Yves Le Pendeven

 Chief Financial Officer

December 17, 2024
Yves Le Pendeven
Chief Financial Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, WA 98201
Re:Funko, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 7, 2024
Form 8-K Filed November 7, 2024
File No. 001-38274
Dear Yves Le Pendeven:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 70
In regard to your presentation of non-GAAP financial measures, please address the
following items.
•We note adjustment (4) related to Acquisition transaction costs and other
expenses and adjustment (5) related to Certain severance, relocation and related
costs. More fully disclose and discuss the specific nature and amounts of the types
of costs included in each adjustment for the years ended December 31, 2023 and
2022 and the nine months ended September 30, 2024 and 2023. Please also
explain to us how you determined that the adjustments related to each type of cost
is appropriate based on the guidance in Question 100.01 of the SEC’s Non-GAAP
Financial Measures Compliance & Disclosure Interpretations.1.

December 17, 2024
Page 2
•We note the adjustments related to (8) one-time cloud based computing
arrangement abandonment, (9) one-time disposal costs for finished goods held at
offshore factories, (10) one-time disposal costs for unfinished goods held at
offshore factories, and (11) inventory write-down. It appears to us that these items
represent normal operating expenses related to your business and should not be
eliminated from non-GAAP financial measures. Please revise future disclosures to
not exclude these adjustments from your Non-GAAP performance measures or
explain why you believe these adjustments are appropriate. Refer to Question
100.01 of the SEC's Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Form 8-K Filed November 7, 2024
Use of Non-GAAP Financial Measures
2.We note your disclosure that your senior secured credit facilities use adjusted
EBITDA to measure your compliance with covenants, such as senior leverage ratio.
Please clarify whether you are using adjusted EBITDA as both a performance and
liquidity measure. If so, please enhance your disclosure to also reconcile adjusted
EBITDA to the most directly comparable GAAP liquidity measure, cash provided by
operating activities, and separately discuss the limitations of your non-GAAP
measures as both performance and liquidity measures.
            In closing, 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.
            Please contact Jeffrey Gordon at 202-551-3866 or Ernest Greene at 202-551-3733
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 Funko, Inc.

2802 Wetmore Avenue

Everett, Washington 98201

 July 22,
2022

 VIA EDGAR TRANSMISSION

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Alex King

          Re:

Funko, Inc.

Registration Statement on Form S-3 (Registration No. 333-266173)

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-266173) (the “Registration Statement”), of Funko, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:05 p.m., Eastern Time, on
July 26, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Lindsey Mills at (212) 906-1890.

 If you have any questions regarding the foregoing, please do not hesitate to contact Lindsey Mills
of Latham & Watkins LLP at (212) 906-1890. Thank you in advance for your assistance in this matter.

Very truly yours,

FUNKO, INC.

By:

 /s/ Tracy Daw

 Name:

 Tracy Daw

 Title:

 Chief Legal Officer and Secretary

cc:
 (via email)

Andrew Perlmutter, Chief Executive Officer, Funko, Inc.

Jennifer Fall Jung, Chief Financial Officer, Funko, Inc.

Marc D. Jaffe, Latham & Watkins LLP

Ian D. Schuman, Latham & Watkins LLP

Benjamin J. Cohen, Latham & Watkins LLP

Lindsey A. Mills, Latham & Watkins LLP

United States securities and exchange commission logo
July 21, 2022
Tracy Daw
Chief Legal Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, Washington 98201
Re:Funko, Inc.
Registration Statement on Form S-3
Filed July 15, 2022
File No. 333-266173
Dear Ms. Daw:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Acceleration Request

 Funko, Inc.

2802 Wetmore Avenue

Everett, Washington 98201

 September 12,
2019

 VIA EDGAR TRANSMISSION

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: John Stickel and J. Nolan McWilliams

Re:
 Funko, Inc.

 Registration Statement on Form S-3 (Registration No. 333-230964)

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-3 (File
No. 333-230964) (the “Registration Statement”), of Funko, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:30 p.m., Eastern Time,
on September 16, 2019, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Benjamin Cohen at (212) 906-1623.

 If you have any questions regarding the foregoing, please do not hesitate to contact Benjamin
Cohen of Latham & Watkins LLP at (212) 906-1623. Thank you in advance for your assistance in this matter.

Very truly yours,

FUNKO, INC.

By:

 /s/ Jennifer Fall Jung

Name:

 Jennifer Fall Jung

Title:

 Chief Financial Officer

cc:
 (via email)

 Brian Mariotti, Chief Executive Officer, Funko, Inc.

 Tracy Daw, Senior Vice President, General Counsel and Secretary, Funko, Inc.

 Marc D. Jaffe, Latham & Watkins LLP

 Ian D. Schuman, Latham & Watkins LLP

 Benjamin Cohen, Latham & Watkins LLP

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Acceleration Request

 Funko, Inc.

2802 Wetmore Avenue

Everett, Washington 98201

 May 22,
2019

 VIA EDGAR TRANSMISSION

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: John Stickel and J. Nolan McWilliams

Re:
 Funko, Inc.

 Registration Statement on Form S-3 (Registration No. 333-230964)

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-3 (File
No. 333-230964) (the “Registration Statement”), of Funko, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time,
on May 24, 2019, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Benjamin Cohen at (212) 906-1623.

 If you have any questions regarding the foregoing, please do not hesitate to contact Benjamin
Cohen of Latham & Watkins LLP at (212) 906-1623. Thank you in advance for your assistance in this matter.

Very truly yours,

FUNKO, INC.

By:

/s/ Tracy Daw

Name:

Tracy Daw

Title:

Senior Vice President, General Counsel and Secretary

cc:
 (via email)

 Brian Mariotti, Chief Executive Officer, Funko, Inc.

 Russell Nickel, Chief Financial Officer, Funko, Inc.

 Marc D. Jaffe, Latham & Watkins LLP

 Ian D. Schuman, Latham & Watkins LLP

 Benjamin Cohen, Latham & Watkins LLP

May 21, 2019
Russell Nickel
Chief Financial Officer
Funko, Inc.
2802 Wetmore Avenue
Everett, Washington 98201
Re:Funko, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 6, 2019
File No. 001-38274
Dear Mr. Nickel:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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Response Letter

53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200   Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

Düsseldorf

San Diego

May 10, 2019

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

 Office of Transportation and
Leisure

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention: John Stickel and J. Nolan McWilliams

Re:
 Funko, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed April 19, 2019

File No. 333-230964

Ladies and Gentlemen:

 On behalf of our client,
Funko, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder,
please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the
above-captioned Registration Statement on Form S-3 (as amended, the “Registration Statement”), which was initially filed with the Commission on April 19, 2019 (the
“Initial Filing”).

 Amendment No. 1 reflects certain revisions to the Initial Filing in response to the
comment letter from the staff of the Commission (the “Staff”) to Mr. Tracy Daw, the Senior Vice President, General Counsel and Secretary of the Company, dated May 6, 2019. The response provided herein is based on
information provided to Latham & Watkins LLP by the Company. For your convenience we are also providing five copies of Amendment No. 1, marked to show changes against the Initial Filing, in the traditional non-EDGAR format.

 The numbered paragraph in italics below sets forth the Staff’s comment together
with the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 May 10, 2019

 Page
 2

 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.

Response: The Company acknowledges the Staff’s comment and confirms that it will not submit a request to accelerate the effective
date of the Registration Statement until the Staff has completed its review of the Company’s Form 10-K for the fiscal year ended December 31, 2018.

Forum Selection, page 11

1.
 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 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 11 of the Registration Statement to
clarify that the forum selection provision identifying the Court of Chancery in the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” would not apply to suits brought to enforce a duty or
liability created by the Exchange Act or the Securities Act or, in each case, the rules and regulations thereunder, or any other claim for which the U.S. federal courts have exclusive jurisdiction.

 May 10, 2019

 Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 906-1281 with any questions or further comments you may have regarding this filing or if you wish to
discuss the above.

Sincerely,

/s/ Marc D. Jaffe

Marc D. Jaffe

of LATHAM & WATKINS LLP

 Enclosures

 cc: (via e-mail)

 Brian Mariotti, Chief Executive Officer, Funko, Inc.

Russell Nickel, Chief Financial Officer, Funko, Inc.

 Tracy Daw,
Senior Vice President, General Counsel and Secretary, Funko, Inc.

 Ian D. Schuman, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

CORRESP
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Response Letter

 May 10, 2019

VIA EDGAR SUBMISSION

 Aamira Chaudhry

Division of Corporation Finance

 Office of Consumer Products

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Funko, Inc.

Form 10-K for Fiscal Year Ended December 31, 2018

Filed March 6, 2019

File No. 001-38274

Dear Ms. Chaudhry:

 Funko, Inc. (the
“Company”) is pleased to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated May 6, 2019. For ease of reference, the comment
is repeated in italics below and followed by the Company’s response.

 Form 10-K for the Fiscal Year Ended
December 31, 2018

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 71

1.
 The presentation of “adjusted pro forma net income” on page 72 does not appear to be presented
in accordance with the pro forma requirements of Article 11 of Regulation S-X. Accordingly, please remove “pro forma” from the description of this measure.

RESPONSE

 The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it will remove “pro forma” from the description of the current non-GAAP measure “adjusted pro forma net income” in future filings with the
Commission.

 Liquidity and Capital Resources

Operating Activities, page 75

2.
 Your analysis of changes in net cash provided by operating activities cites non-cash items and changes in net income, which is on the accrual basis, as material factors. Please revise your analysis to focus on factors that actually impact cash. Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance.

 RESPONSE

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its future analysis of changes in net cash provided by
operating activities to focus on factors that actually impact cash, as opposed to discussing non-cash items and changes in net income. Please see the following example of the type of disclosure regarding the
net change in cash provided by operating activities that we would provide in future periods:

 Net cash provided by operating activities was
$[●] million for the year ended December 31, 20[●], compared to $[●] million for the year ended December 31, 20[●]. Changes in net cash provided by (used in) operating activities result primarily from cash received
from net sales and cash payments for product costs and royalty expenses paid to our licensors. Other drivers of the changes in net cash provided by

operating activities include shipping and freight costs, selling, general and administrative expenses (including personnel expenses and commissions and rent and facilities costs) and interest
payments made for our short-term borrowings and long-term debt. Our accounts receivable typically are short term and settle in approximately 30 to 90 days.

The increase for the year ended December 31, 20[●] compared to the year ended December 31, 20[●] was primarily due to an
increase in net income, excluding non-cash adjustments, of $[●] million, driven primarily by an increase in net sales and a decrease in interest expense, net (excluding the effect of a $[●] million
decrease in non-cash adjustments related to accretion of discount on long-term debt and amortization of debt issuance costs), primarily offset by an increase in cost of sales (exclusive of depreciation and
amortization) and selling, general and administrative expenses. The increase in net cash provided by operating activities was also partially offset by a decrease in the changes in working capital. Changes in working capital reduced net cash provided
by operating activities by $[●] million and were primarily due to a decrease in accounts payable of $[●] million and an increase in accounts receivable of $[●] million, partially offset by increases in prepaid expenses and other
assets, accrued royalties and inventory of $[●] million, $[●] million and $[●] million, respectively.

 Notes to the Consolidated
Financial Statements, page 91

3.
 In view of the risk factor disclosed on page 43 in regard to your status as a holding company and that
you have no independent means of generating revenue or cash flow, and your ability to pay dividends in the future, if any, is dependent upon the financial results and cash flows of FAH, LLC and its subsidiaries and distributions you receive from
FAH, LLC, please explain to us your consideration of Rules 4-08(e), 5.04(c) Schedule I and 12-04 of Regulation S-X.

 RESPONSE

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that for the year ended December 31, 2018 and at the time of filing the Form 10-K on March 6, 2019, the Company qualified as a
“smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. In accordance with Article 8 of Regulation S-X and the
Staff’s guidance in Section 5350 of the Financial Reporting Manual, the requirements of Rules 4-08(e), 5.04(c) Schedule I and 12-04 of Regulation S-X are not applicable to smaller reporting companies. Therefore, the Company believed that these requirements were not applicable to the Company’s Form 10-K for the year
ended December 31, 2018.

 The Company nonetheless has reviewed the Staff’s further guidance in Section 5350 of the Financial Reporting
Manual, which provides that:

 “[W]hen the restricted net assets of a smaller reporting company’s consolidated subsidiaries are a
significant proportion of consolidated net assets (not necessarily applying the 25% threshold test) as of the most recently completed fiscal year end, the amount and nature of those restrictions may be important to understanding the smaller
reporting company’s liquidity and its ability to pay interest and principal on debt or dividends. In these circumstances, the smaller reporting company should fully discuss, in MD&A, the nature of the restrictions on its subsidiaries net
assets, the amount of those net assets, and the potential impact on the company’s liquidity (see S-K 303(a) and Instruction 5). Disclosures within MD&A similar to the parent company condensed
financial information specified by S-X 5-04 and 4-08(e) may be necessary to facilitate this discussion.”

 In light of this guidance, the Company will prepare its future filings with the Commission to include
additional discussion in the liquidity and capital resources section for the areas discussed in the Staff’s guidance outlined above. In future filings, the Company intends to include disclosure substantially similar to the following:

The New Credit Facilities are secured by substantially all assets of the Borrowers and any of their existing or future material domestic
subsidiaries, subject to customary exceptions. We are a holding company with no material assets and we do not conduct any business operations of our own. We have no independent means of generating revenue or cash flow, and our ability to pay
dividends in the future, if any, is dependent upon the financial results and cash flows of FAH, LLC and its subsidiaries and distributions we receive from FAH, LLC. Under the terms of the New Credit Facilities, our operating subsidiaries are
currently limited in their ability to pay cash dividends to the Company, subject to certain customary exceptions, including the ability to pay, so long as there is no current or ongoing event of default, amounts required to be paid under the Tax
Receivable Agreement, certain expenses associated with being a public company and reimbursement of expenses required by the LLC Agreement or the Registration Rights Agreement, as well as to make other distributions of up to $10 million during
any period of four fiscal quarters to pay dividends to the common unit holders of FAH, LLC (including the Company) as long as the funds received by the Company are used to pay dividends to the Company’s stockholders, the Leverage Ratio (as
defined in the New Credit Facilities) is not in excess of 2.00:1.00 and there is remaining Availability (as defined in the New Credit Facilities) under the New Credit Facilities of at least $25 million. We expect these limitations to continue
in the future under the terms of the New Credit Facilities and that they may continue under the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.

The Company further advises the Staff that, to the extent that the Company does not qualify as a smaller reporting company in future periods, the
Company’s filings with the Commission will comply with the requirements of Rules 4-08(e), 5.04(c) Schedule I and 12-04 of Regulation
S-X.

 Please do not hesitate to telephone the undersigned at 425-261-0440 if you have any questions regarding this response letter.

Very truly yours,

 /s/ Russell Nickel

Russell Nickel

Chief Financial Officer

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

CORRESP
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CORRESP

 October 30, 2017

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Funko, Inc.

Registration Statement on Form S-1 (Registration No. 333-220856)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of Funko, Inc. (the “Registrant”), for the
acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-220856) (the “Registration Statement”),
relating to a public offering of shares of the Registrant’s Class A common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m. Washington, D.C. time, on November 1, 2017, or as
soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirm that the underwriters are aware of their obligations under the Securities Act.

Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated October 23, 2017,
was distributed by the underwriters approximately as follows from October 23, 2017 through the date hereof:

 Copies to underwriters

2,838

 Copies to dealers

1,535

 Copies to institutional investors

2,149

 Copies to others/retail

—

 Total

6,522

 The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that
the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed
offering.

 (Remainder of the page intentionally left blank)

Very truly yours,

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

As representatives of the several underwriters

By:

Goldman Sachs & Co. LLC

By:

 /s/ Gabe Gelman

Name:

 Gabe Gelman

Title:

 Managing Director

By:

J.P. Morgan Securities LLC

By:

 /s/ Jason Fournier

Name:

 Jason Fournier

Title:

 Managing Director

By:

 Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

By:

 /s/ Roger C. Matthews Jr.

Name:

 Roger C. Matthews Jr.

Title:

 Managing Director

CORRESP
1
filename1.htm

CORRESP

 FUNKO, INC.

2802 Wetmore Avenue

 Everett,
Washington 98201

 October 30, 2017

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3561

 100 F Street, NE

Washington, D.C. 20549

 Attention: Avrohom Friedmann, Andrew Mew,
Tonya K. Aldave and J. Nolan McWilliams

 Funko, Inc.

Registration Statement on

 Form
S-1 (File No. 333-220856)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned registration
statement on Form S-1 (the “Registration Statement”) relating to the registration of 15,333,334 shares (including 2,000,000 shares to cover over-allotments) of Class A common stock, par value $0.0001 per share, of Funko, Inc. (the
“Company”), be accelerated to November 1, 2017 at 4:00 p.m. E.D.T. or as soon thereafter as may be practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham
& Watkins LLP, by calling Marc Jaffe at (212) 906-1281.

 We understand that the Staff will consider this request as confirmation by
the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Marc
Jaffe of Latham & Watkins LLP at the number set forth above. Thank you for your assistance in this matter.

 *****

Very truly yours,

By:

/s/ Tracy Daw

Name:

Tracy Daw

Title:

 Senior Vice President, General

 Counsel and
Secretary

cc:

(via email)

 Brian Mariotti, Chief Executive Officer, Funko, Inc.

Russell Nickel, Chief Financial Officer, Funko, Inc.

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

 Ian D. Schuman, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

 Patrick J.
Schultheis, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

 Michael Nordtvedt, Esq., Wilson Sonsini Goodrich & Rosati,
Professional Corporation

 Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

John Duke, Esq., Hogan Lovells US LLP

 Adam Brown, Esq., Hogan
Lovells US LLP

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 October 23, 2017

 VIA EDGAR AND OVERNIGHT DELIVERY

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Avrohom Friedmann, Andrew Mew, Tonya K. Aldave and J. Nolan McWilliams

Re:
Funko, Inc.

 Registration Statement on Form S-1

 Filed October 6, 2017

File No. 333-220856

Ladies and Gentlemen:

 On behalf of our client,
Funko, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder,
please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 2 (“Amendment No. 2”) to the
above-captioned Registration Statement on Form S-1 (the “Registration Statement”), which was initially filed with the Commission on October 6, 2017.

Amendment No. 2 reflects certain revisions to the Registration Statement in response to the comment letter from the staff of the
Commission (the “Staff”) to Brian Mariotti, the Company’s Chief Executive Officer, dated October 16, 2017. The responses provided herein are based on information provided to Latham & Watkins LLP by the
Company. For your convenience, we are also providing five copies of Amendment No. 2, marked to show changes against the Registration Statement, in the traditional non-EDGAR format.

The numbered paragraphs below set forth the Staff’s comments in italics, followed by the Company’s responses. Page numbers in the
text of the Company’s responses correspond to page numbers in Amendment No. 2. Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Registration Statement.

 1

 October 23, 2017

 Page
 2

 Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated 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 available 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 should be excluded from your computation. Please clarify for us or revise your disclosure accordingly.

Response: In response to the Staff’s comment, the Company has updated its disclosure on pages 104 through 106 of Amendment No. 2 to revise its pro forma financial information and its pro forma net
income (loss) per share data calculations. The Company respectfully advises the Staff that potentially dilutive securities were only included in the calculation of diluted net income per share for the year ended December 31, 2016 and not for
the calculation of diluted net loss per share for the six months ended June 30, 2017.

 We hope the foregoing has been responsive to the
Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 906-1281 with any questions or further comments you have
regarding this filing or if you wish to discuss the above.

Sincerely,

/s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS
LLP

cc:
(via email)

 Brian Mariotti, Chief Executive Officer, Funko, Inc.

Russell Nickel, Chief Financial Officer, Funko, Inc.

Tracy Daw, Senior Vice President, General Counsel and Secretary, Funko, Inc.

Ian D. Schuman, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

Patrick J. Schultheis, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

Michael Nordtvedt, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

John Duke, Esq., Hogan Lovells US LLP

Adam Brown, Esq., Hogan Lovells US LLP

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

CORRESP
1
filename1.htm

CORRESP

 53rd at Third

 885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

 October 16, 2017

 VIA EDGAR AND OVERNIGHT DELIVERY

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Avrohom Friedmann, Andrew Mew, Tonya K. Aldave and J. Nolan McWilliams

 Barcelona

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

Rome

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tokyo

Washington, D.C.

Re:
Funko, Inc.

Proposed Price Range and Share Number Information

Form S-1 (File No. 333-220856)

Ladies and Gentlemen:

 This letter is filed
supplementally on behalf of Funko, Inc. (the “Company”) in connection with the review by the Securities and Exchange Commission (the “Commission”) of the above-mentioned Registration Statement on Form S-1 (as amended, the “Registration Statement”). To assist the staff (the “Staff”) of the Commission in its review, the Company hereby provides (i) the following
preliminary proposed price range and share number information, which will be the basis for the information expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of
the Registration Statement which relates to the Company’s proposed initial public offering of its Class A common stock (the “Offering”), and (ii) the form of proposed disclosure of the Company’s estimated
results for the three months ended September 30, 2017.

 The preliminary information presented herein reflects an initial offering
price to the public of the Company’s shares of Class A common stock (the “Shares”) of between $14.00 and $16.00 per Share, 11,575,486 Shares offered to the public by the Company and 1,757,848 Shares offered to the
public by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) in connection with the Offering (or 13,106,726 Shares offered to the public by the Company and 2,226,608 Shares offered to
the public by the Selling Stockholders should the underwriters’ option to purchase additional shares be exercised in full), representing in the aggregate approximately 54.2% of the post-Offering economic interests in the Company (or
approximately 58.7% of the post-Offering economic interests in the Company should the underwriters’ option to purchase additional Shares be exercised in full).

 October 16 2017

 Page
 2

 Attached as Exhibit A to this letter are certain relevant sections of the Registration
Statement updated to reflect the preliminary proposed price range and share number information as described above, certain related changes and other updates, all of which we expect to include in Amendment No. 2 to the Registration Statement
(“Amendment No. 2”) to be filed on or about October 23, 2017.

 The Company
advises the Staff that, given the volatility in the public trading markets and the uncertainty of the timing of the Offering, the preliminary price range and share number information in this letter that the Company is supplementally providing to the
Staff is for illustrative purposes only and may differ in the actual Preliminary Prospectus for the Offering.

 In addition to the
information described above, the Company also proposes to include in the “Prospectus Summary” section of the prospectus contained in Amendment No. 2 certain preliminary estimated financial information of the Company for the three
months ended September 30, 2017, which information is attached as Exhibit B to this letter. Because the quarter closing procedures are still in progress, the Company cannot provide final numbers for the estimated results at this time;
however, the Company respectfully requests that the Staff review the enclosed disclosure in advance of its inclusion in the Registration Statement.

The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the
Company’s Registration Statement. We confirm on behalf of the Company that, prior to circulating copies of the Preliminary Prospectus in connection with the Offering, the Company will file a pre-effective
amendment to the Registration Statement that will include all information, including the information set forth in this letter, other than information that may be excluded in reliance upon Rule 430A under the Securities Act of 1933, as amended,
including any such information set forth in this letter.

 Please direct any questions or comments regarding this letter or the
Registration Statement to the undersigned at (212) 906-1281. Thank you for your assistance.

Sincerely,

/s/ Marc D. Jaffe

 Marc D. Jaffe

 of LATHAM & WATKINS
LLP

 October 16 2017

 Page
 3

 Enclosures

cc:
(via email)

Brian Mariotti, Chief Executive Officer, Funko, Inc.

Russell Nickel, Chief Financial Officer, Funko, Inc.

Tracy Daw, Senior Vice President, General Counsel and Secretary, Funko, Inc.

Ian D. Schuman, Esq., Latham & Watkins LLP

Benjamin Cohen, Esq., Latham & Watkins LLP

Patrick J. Schultheis, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

Michael Nordtvedt, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

Jeana S. Kim, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation

John Duke, Esq., Hogan Lovells US LLP

Adam Brown, Esq., Hogan Lovells US LLP

Mail Stop 3561
June 19, 2017

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

Re: Funko, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted June 9 , 2017
  CIK No. 0001704711

Dear Mr. Mariotti :

We have reviewed your amended 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 facts 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 registra tion statement or filed registration statement,  we may have  additional
comments.

General

1. We note your disclosure on page 29 that your largest licensor, Warner Brothers, accounted
for approximately 22% of your net sales in 2016 and 15% of your net sale s in the first
quarter of 2017.  Please describe the material terms of this agreement.  Please also  file it as
an exhibit or explain to us why you are not substantially dependent on this licensing
agreement .

Brian Mariotti
Funko, Inc.
June 19, 2017
Page 2

 Unaudited Pro Forma Consolidated Financial Information, page 85

2. On page 10, we note your disclosure of the securities purchase agreement you entered into
on May 4, 2017 to acquire all of the outstanding equity interests of Loungefly, Inc.  In that
regard, please tell us and disclose the significan t terms of this transaction including how
you would pay for it and the transaction amount.  In addition, please provide pro forma
effect of this probable transaction in the Pro Forma financial statements and elsewhere
within the filing, as applicable, to t he extent that the transaction is material.

3. In this regard, please file the securities purchase agreement as an exhibit or tell us why it
is not material to you.

Management’s Discussion and Analysis

Recently Adopted Accounting Standards, page 108

4. Refer to the second paragraph.  We note your disclosure of the adoption of the new
accounting standard effective January 1, 2017 related to inventory measurement.  We also
note your reference that you have elected to account for forfeitures as they occur.  Please
explain to us and clarify in your disclosure your meaning of forfeitures as related to
inventory and how that works.

Certain Relationships and Related Party Transactions

ACON Acquisition, page 151

5. We note that you have deleted disclosure related  to the anticipated 2016 Earnout Payment
that was expected to take place in May 2017.  Please confirm to us that  you no longer
expect to make the 2016 Earnout Payment to ACON.

Brian Mariotti
Funko, Inc.
June 19, 2017
Page 3

 You may contact Avrohom Friedman at (202) 551 -8298 or Andrew Mew , Senior Assistant
Chief Accountant,  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

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