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]
