S-1

As filed with the Securities and Exchange Commission on October 6, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FUNKO, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 3944 (Primary Standard Industrial Classification Code Number) 35-2593276 (I.R.S. Employer Identification No.)

2802 Wetmore Avenue

Everett, Washington 98201

Telephone: (425) 783-3616

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Tracy D. Daw

Senior Vice President, General Counsel and Secretary

2802 Wetmore Avenue

Everett, Washington 98201

Telephone: (425) 783-3616

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1200 Fax: (212) 751-4864 John Duke, Esq. Adam Brown, Esq. Hogan Lovells US LLP 1735 Market Street, 23rd Floor Philadelphia, PA 19103 Telephone: (267) 675-4600 Fax: (267) 675-4601 Patrick J. Schultheis Michael Nordtvedt Jeana S. Kim Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, WA 98104 Telephone: (206) 883-2500 Fax: (206) 883-2699

A PPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC : A S SOON AS PRACTICABLE AFTER THIS R EGISTRATION S TATEMENT IS DECLARED EFFECTIVE .

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Proposed maximum aggregate

offering price(1)(2) Amount of registration fee Class A common Stock, $0.0001 par value per share $100,000,000 $12,450

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is exercised.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated October 6, 2017.

Shares

Funko, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Funko, Inc. We are selling shares of Class A common stock. The selling stockholders identified in this prospectus are offering an additional shares of our Class A common stock.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of Class A common stock will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol FNKO.

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. All shares of our Class B common stock will be held by the Continuing Equity Owners (as defined below).

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of the common units of Funko Acquisition Holdings, L.L.C., or FAH, LLC, that we purchase directly from FAH, LLC and certain of the Continuing Equity Owners (as defined below) with the proceeds from this offering and the common units of FAH, LLC that we acquire from the Former Equity Owners (as defined below) in connection with the consummation of the Transactions (as defined below), collectively representing an aggregate % economic interest in FAH, LLC. The remaining % economic interest in FAH, LLC will be owned by the Continuing Equity Owners through their ownership of common units of FAH, LLC.

We will be the sole managing member of FAH, LLC. We will operate and control all of the business and affairs of FAH, LLC and, through FAH, LLC and its subsidiaries, conduct our business.

Following this offering, we will be a controlled company within the meaning of the Nasdaq rules (as defined below). See Our Organizational Structure and ManagementControlled Company Exception.

We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, and will be subject to reduced public reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

See Risk Factors beginning on page 28 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Funko, Inc. $ $ Proceeds, before expenses, to the selling stockholders $ $

(1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See Underwriting.

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares from us and the selling stockholders at the initial price to public less the underwriting discount.

The underwriters expect to deliver the shares of Class A Common stock against payment in New York, New York on , 2017.

Goldman Sachs & Co. LLC J.P. Morgan BofA Merrill Lynch

Piper Jaffray Jefferies

Stifel BMO Capital Markets SunTrust Robinson Humphrey

Prospectus dated , 2017.

TABLE OF CONTENTS

We, the selling stockholders and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospectus may have changed since that date.

For investors outside the United States: We and the selling stockholders have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See Underwriting.

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BASIS OF PRESENTATION

Organizational Structure

In connection with the closing of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions and this offering, which we refer to collectively as the Transactions. See Our Organizational Structure for a description of the Transactions and a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

As used in this prospectus, unless the context otherwise requires, references to:

 we, us, our, the Company, Funko and similar references refer: (1) following the consummation of the Transactions, including this offering, to Funko, Inc., and, unless otherwise stated, all of its subsidiaries, including FAH, LLC and, unless otherwise stated, all of its subsidiaries, and (2) prior to the completion of the Transactions, including this offering, to FAH, LLC and, unless otherwise stated, all of its subsidiaries.

 ACON refers to ACON Funko Investors, L.L.C., a Delaware limited liability company, and certain funds affiliated with ACON Funko Investors, L.L.C. (including any such fund or entity formed to hold shares of Class A common stock for the Former Equity Owners).

 Continuing Equity Owners refers collectively to ACON, Fundamental, the Former Profits Interests Holders, the Warrant Holders and certain current and former executive officers, employees and directors and each of their permitted transferees that will own common units in FAH, LLC after the Transactions and who may, following the consummation of this offering, redeem at each of their options (subject in certain circumstances to time-based vesting requirements and limitations on the common units that will be converted from the Home Run Units previously granted pursuant to the existing limited liability company agreement of FAH, LLC (the HR Units)) their common units for, at our election, cash or newly-issued shares of our Class A common stock as described in Certain Relationships and Related Party TransactionsFAH LLC AgreementAgreement in Effect Upon Consummation of this Offering.

 FAH LLC Agreement refers to FAH, LLCs second amended and restated limited liability company agreement, which will become effective on or prior to the consummation of this offering.

 FHL refers to Funko Holdings LLC, a Delaware limited liability company.

 Former Equity Owners refers to those Original Equity Owners affiliated with ACON who will transfer their indirect ownership interests in common units of FAH, LLC for shares of our Class A common stock (to be held by them either directly or indirectly) in connection with the consummation of the Transactions.

 Former Profits Interests Holders refers collectively to certain of our directors and certain current executive officers and employees, in each case, who hold existing vested and unvested profits interests in FAH, LLC pursuant to FAH, LLCs existing equity incentive plan and who will receive common units of FAH, LLC in exchange for their profits interests (subject to any common units received in exchange for unvested profits interests remaining subject to their existing time-based vesting requirements) in connection with the Transactions.

 Fundamental refers collectively to Fundamental Capital, LLC and Funko International, LLC.

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 Original Equity Owners refers to the owners of ownership interests in FAH, LLC, collectively, prior to the Transactions, which include ACON, Fundamental, the Former Profits Interests Holders and certain current and former executive officers, employees and directors.

 Warrant Holders refers to lenders under our Senior Secured Credit Facilities that currently hold warrants to purchase ownership interests in FAH, LLC, which will be converted into common units of FAH, LLC in connection with the consummation of the Transactions.

We will be a holding company and the sole managing member of FAH, LLC, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of common units of FAH, LLC.

Presentation of Financial Information

FAH, LLC is the predecessor of the issuer, Funko, Inc., for financial reporting purposes. Funko, Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

 Funko, Inc. Other than the inception balance sheet, dated as of April 21, 2017, and the unaudited balance sheet, dated as of June 30, 2017, the historical financial information of Funko, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

 FAH, LLC. As we will have no interest in any operations other than those of FAH, LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of FAH, LLC and its subsidiaries.

On October 30, 2015, ACON, through FAH, LLC, an entity formed in contemplation of the transaction, acquired a controlling interest in FHL and its subsidiary, Funko, LLC. We refer to this transaction as the ACON Acquisition. As a result of the ACON Acquisition, information throughout this prospectus presents operations and cash flows for two periods, Predecessor and Successor, which relate to the period preceding the ACON Acquisition on October 30, 2015 and the period succeeding the ACON Acquisition, respectively. References to the Successor 2015 Period refer to the period from October 31, 2015 through December 31, 2015 and references to the Predecessor 2015 Period refer to the period from January 1, 2015 through October 30, 2015. Financial information in the Predecessor 2015 Period principally relates to FHL and its subsidiary Funko, LLC. See Managements Discussion and Analysis of Financial Condition and Results of Operations for more information.

Our presentation of certain financial information for the combined year ended December 31, 2015, specifically net sales and Adjusted EBITDA, represents the mathematical addition of the Predecessor 2015 Period and the Successor 2015 Period. The change in basis resulting from the ACON Acquisition did not materially impact such financial information and, although this presentation of financial information on a combined basis does not comply with U.S. generally accepted accounting principles, or GAAP, or with the pro forma requirements of Article 11 of Regulation S-X, we believe it provides a meaningful method of comparison to the other periods presented in this prospectus. The data is being presented for analytical purposes only. Combined operating results (1) may not reflect the actual results we would have achieved absent the ACON Acquisition, (2) may not be predictive of future results of operations and (3) should not be viewed as a substitute for the results of the Predecessor and the Successor presented in accordance with GAAP.

The unaudited pro forma financial information of Funko, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial

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statements of FAH, LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in Our Organizational Structure, including the consummation of this offering, as if all such transactions had occurred on January 1, 2016, in the case of the unaudited pro forma consolidated statements of operations data, and as of June 30, 2017 in the case of the unaudited pro forma consolidated balance sheets. See Unaudited Pro Forma Consolidated Financial Information for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

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TRADEMARKS

This prospectus includes our trademarks and trade names, including Pop! ®, Mystery Minis®, Dorbz®, Pint Size Heroes, Rock Candy®, Galactic Plushies, Hero Plushies, SuperCute and MyMoji®, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®,  or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in Risk Factors and Cautionary Note Regarding Forward-Looking Statements. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements. Funko: At the Nexus of Pop Culture We are a leading pop culture consumer products company. Our business is built on the principle that almost everyone is a fan of something and the evolution of pop culture is leading to increasing opportunities for fan loyalty. We create whimsical, fun and unique products that enable fans to express their affinity for their favorite somethingwhether it is a movie, TV show, video game, musician or sports team. We infuse our distinct designs and aesthetic sensibility into one of the industrys largest portfolios of licensed content over a wide variety of product categories, including figures, plush, accessories, apparel and homewares. With our unique style, expertise in pop culture, broad product distribution and highly accessible price points, we have developed a passionate following for our products that has underpinned our growth. We believe we sit at the nexus of pop culturecontent providers value us for our broad network of retail customers, retailers value us for our broad portfolio of licensed pop culture products and pop culture insights, and consumers value us for our distinct, stylized products and the content they represent. We believe our innovative product design and market positioning have disrupted the licensed product markets and helped to define todays pop culture products category. Pop culture pervades modern life and almost everyone is a fan of something. In the past, pop culture fandom was often associated with stereotypical images of fans from narrow demographics, such as Star Trek fans attending conventions to speak Klingon to each other or friends getting together to play Dungeons & Dragons. Today, more quality content is available and technology innovation has made content accessible anytime, anywhere. As a result, the breadth and depth of pop culture fandom resembles, and in many cases exceeds, the type of fandom previously associated only with sports. Everyday interactions at home, work or with friends are increasingly influenced by pop culture. You may have experienced pop culture through:  gathering with friends at the office to talk about the latest episode of Game of Thrones or hiding from them because you havent watched it yet;  waiting in line for the midnight showing of the latest Star Wars movie release;  binge watching an entire season of Stranger Things on Netflix with your family;  experiencing Coachella via social media;  watching Bugs Bunny with your children on Saturday morning;  debating with your friends whether the Hunger Games books or movies are better;  attending a Frozen-themed birthday party; or  wearing your favorite quarterbacks jersey.



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We have invested strategically in our relationships with key constituents in pop culture. Content providers value us for our broad network of retail customers and retailers value us for our broad portfolio of licensed pop culture products, pop culture insights and ability to drive consumer traffic. Consumers, who value us for our distinct, stylized products, remain at the center of everything we do.  Content Providers: We have strong licensing relationships with many established content providers, such as Disney, HBO, LucasFilm, Marvel, the National Football League and Warner Brothers. We strive to license every pop culture property that we believe is relevant to consumers. We currently have licensed over 1,000 properties, which we believe represents one of the largest portfolios in our industry, and from which we can create multiple products based on each character within those properties. Content providers trust us to create unique, stylized extensions of their intellectual property that extend the relevance of their content with consumers through ongoing engagement, helping to maximize the lifetime value of their content. We believe we have benefited from a trend of content providers consolidating their relationships to do more business with fewer licensees. Our track record of obtaining licenses from content providers, together with our proven ability to renew and extend the scope of our licenses, demonstrates the trust content providers place in us.  Retail Channels: We sell our products through a diverse network of retail customers across multiple retail channels, including specialty retailers, mass-market retailers and e-commerce sites. We can provide our retail customers a customized product mix designed to appeal to their particular customer bases. Our current retail customers include Amazon, Barnes & Noble, Entertainment Earth, GameStop, Hot Topic, Target and Walmart in the United States, and Smyths Toys and Tesco internationally. In 2016, we sold our products through over 2,000 U.S. retailers, who collectively have over 25,000 total doors, and through distributors internationally, which represented 18.8% of 2016 net sales. Retailers recognize the opportunity presented by the demand for pop culture products and are continuing to dedicate additional shelf space to our products and the pop culture category. For example, based on public filings, GameStop, a specialty video game retailer, generated $494 million in 2016 net sales from its collectibles business, an increase of 60% compared to 2015. Additionally, some of our retail customers, such as Target and Walmart, view us as pop culture experts, and we help them manage their pop culture category. We believe we drive meaningful traffic to our retail customers stores because our products have their own built-in fan base, are refreshed regularly creating a



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treasure hunt shopping experience for consumers, and are often supplemented with exclusive, limited-time products that are highlighted on social media. We believe these merchandising strategies create a sense of urgency with consumers that encourages repeat visits to our retail customers.  Consumers: Fans are increasingly looking for ways to express their affinity for and engage with their favorite pop culture content. Over time, many of our consumers evolve from occasional buyers to more frequent purchasers, whom we categorize as enthusiasts or collectors. We estimate that enthusiasts, who are more engaged in pop culture, and collectors, who regularly purchase our products and self-identify as collectors, each make up approximately one-third of our customers. We create products to appeal to a broad array of fans across consumer demographic groupsmen, women, boys and girlsnot a single, narrow demographic. We currently offer over 5,000 products across our product categories. Our products are generally priced under $10, which allows our diverse consumer base to express their fandom frequently and impulsively. We continue to introduce innovative products designed to facilitate fan engagement at different price points and styles. In addition, our fans routinely express their passion for our products and brands through social media and live pop culture events, such as Comic-Con or Star Wars Celebration. We have developed a nimble and low-fixed cost production model. The strength of our in-house creative team and relationships with content providers, retailers and third-party manufacturers allows us to move from product concept to pre-selling a new product in as few as 24 hours. We typically have a new figure on the store shelf between 110 and 200 days and can have it on the shelf in as few as 70 days. As a result, we can dynamically manage our business to balance current content releases and pop culture trends with content based on classic evergreen properties, such as Mickey Mouse or classic Batman. This has allowed us to deliver significant growth while lessening our dependence on individual content releases. Our financial performance reflects the strong growth of our business. From 2014 to 2016, we expanded our net sales, net income and Adjusted EBITDA at a 100%, a 17% and an 86% compound annual growth rate, or CAGR, respectively. We achieved this growth without reliance on a singular hit property as no single property accounted for more than 15% of annual net sales during that period. We believe our strong growth and profitability reflect our pop culture consumer products leadership.



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The following table sets forth net income (loss) and Adjusted EBITDA as a percentage of net sales. Years Ended December 31, 2014 Predecessor

2015 Successor

2015 2016 Net income (loss) 18% 13% (28)% 6% Adjusted EBITDA 26% 29% 23% 23% Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial performance measure, see Summary Historical and Pro Forma Consolidated Financial and Other Data. The Pop Culture Industry: The Forces at Work Pop culture encompasses virtually everything that someone can be a fan ofmovies, TV shows, video games, music and sports. The global licensed pop culture product industry in which we compete sits within the global licensed entertainment and character products market, which had $113 billion in total sales in 2016. We believe that many retailers have seen traffic decline across traditional consumer categories. In contrast, demand for pop culture content, consumer products and experiences has grown rapidly. We believe the increasing influence of pop culture and the strength of the pop culture industry is evidenced by:  60 movie franchises each grossing more than $1 billion worldwide, and the average number of franchise films included in the top ten annual grossing movies from 2000 through 2015 was 6.6 films, up from 2.5 franchise films in the 1990s;  3.2 million total interactions across both Facebook and Twitter about each new episode of The Walking Dead in 2016;  47% increase in live concert ticket sales in North America from 1996 to 2015; and  43 million viewers watching the League of Legends championship in 2016, a number that is 1.4 times that of the viewership of the NBA Finals that year, and an increase of 19% from 2015.



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The pop culture industry is being driven by several major forces. Technology advances have made it easier to access, consume and engage with content. Content providers have produced more quality content to drive fan engagement, often with a focus on franchise properties. Dedicated, active and enduring fan bases have emerged across the pop culture landscape. These fans seek out opportunities to interact with their favorite content and with like-minded fans through social media and content-centric experiences. At the same time, social norms have shifted, making fandom culturally accepted and mainstream. These trends reinforce one another leading to a substantial increase in pop culture fandom and to significant growth in the industry. The Forces At Work In The Pop Culture Industry Technology Innovation The proliferation of powerful mobile technology, such as tablets and smartphones, and the emergence of new content distribution services, such as Amazon Prime, Hulu and Netflix, have enabled fans to connect and engage with content anywhere, at any time, in larger binge quantities. More content and greater access have led to more fans spending more time per day consuming content. In addition, fans are able to develop a deeper affinity for content due to the increased prevalence of platforms and events where they can share their passion with other fans (such as through social media, blogs, YouTube, podcasts and online games). The accelerated pace of content discovery and sharing has created an environment where niche content can quickly become mainstream, resulting in more content becoming part of pop culture. Evolution of Content Content providers have increasingly focused on creating original scripted and franchise content that has broad global appeal and potential for sequels and brand extensions. During the 1990s, the top ten annual grossing movies included an average of 2.5 franchise films and from 2000 through 2015, the top ten annual grossing movies included an average of 6.6 franchise films. The growth of a healthy franchise ecosystem across content types has fostered fan loyalty and stimulated licensed product purchases. In addition, there has been a virtuous content-led cycle, which has driven an increase in the production of scripted high-budget, high-quality original TV shows, such as The Sopranos and Game of



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Thrones. The number of scripted original series more than doubled from 216 in 2010 to 455 in 2016, with newer entrants such as Amazon Prime, Hulu and Netflix spending or announcing the intention to spend substantial capital on new original content. For example, based on public filings, Netflix plans to invest approximately $6 billion in content creation in 2017. Dedicated and Active Fan Base We believe pop culture fans possess distinguishing characteristics that make them highly valuable consumers. Like sports fans, fans of other forms of pop culture identify strongly with their favored properties, and have a natural tendency to form social communities around them. For context, in 2016, retail sales of licensed entertainment and character products totaled $113 billion, compared to $25 billion for retail sales of licensed sports products. Furthermore, as it becomes increasingly easy to access a large quantity of quality content, fans seek more ways to expand and express connectivity to their favored characters or properties as they share their passion with others. As a result, consumers are participating in the story of these properties via social media platforms and conventions, such as Comic-Con, AnimeExpo and Star Wars Celebration, rather than being solely consumers of content. By being a part of the conversation regarding their favored content, fans reinforce their love for it, thereby creating a cycle of fandom. Growing Cultural Relevance and Acceptance As pop culture engagement has increased, we believe it has become more culturally acceptable to be openly passionate about all forms of pop culture, not just sports. Social media is driving the importance of pop culture as fans increasingly want to engage with the content and their social communities to show affinity for pop culture content. The top five U.S. media conventions, including Comic-Con International: San Diego and New York Comic Con, drew over a half million attendees in 2015, representing a sharp increase of over 40% from 2010. This growth was driven in part by an increase in female attendees, who accounted for 45% of all convention attendees in 2014. This represents a long-term cultural shift supporting the acceptability of fan affinity for pop culture content across multiple demographic categories of fans, and the growth beyond the traditional narrow, male-dominated demographic. Our Strategic Differentiation Leading Design and Creative Capabilities Our in-house creative team layers our own whimsical, fun and distinct stylization onto content providers characters, creating unique products for which there is substantial consumer demand. Our creative team is passionate about pop culture. We enjoy a strong pipeline of talent for our creative team given our culture and the opportunity we provide to work with the most relevant pop culture content. We believe content providers trust us with their properties, and consumers passionately engage with our products and brands because of our creativity. In addition, we reinvigorate classic evergreen or back catalog content by infusing a fresh, unique aesthetic and design into characters that enjoy enduring passion and nostalgia from fans. As a result of our creative capabilities and broad portfolio of licenses, we create a substantial number of new products each year, including approximately 2,300 new products in 2016. Diversity of Products and Accessible Price Points Create Broad Appeal We create products to appeal to a broad array of fans across consumer demographic groups. We do not limit ourselves by targeting discrete demographics such as the stereotypical collector or the



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child seeking the latest (and often short-lived) toy craze. We estimate based on market and internal data that occasional buyers, which we define as those consumers who are mainstream movie and TV fans, but do not self-identify as enthusiasts, and enthusiasts, who are more engaged in pop culture than occasional buyers but who do not self-identify as collectors, each make up approximately one-third of our customers. Our products price points are generally under $10, which allows our diverse consumer base to express their fandom frequently and impulsively. We have broadened our products beyond our historical focus on figures (down to approximately 82% of 2016 net sales from 91% of 2015 net sales), having successfully launched new and growing categories such as plush (approximately 6% of 2016 net sales) and accessories (approximately 5% of 2016 net sales). We believe we have one of the largest and most engaged fan bases in our industry, driven by their passion and love of our unique products and the properties we represent. Trusted Steward of the Most Important Pop Culture Content We strive to license every pop culture property that we believe is relevant to our consumers. Over the last decade, we have built strong relationships with content providers and currently have a catalog of content licenses covering over 1,000 properties that we believe is one of the industrys largest. We believe there is a trend of content providers consolidating their relationships to do more business with fewer licensees. As a trusted steward with a strong retail distribution network, we believe we have benefited from this trend. We often work collaboratively with content providers in advance of new content releases to create unique, stylized products to maximize the value of their properties. In some cases, the input we have provided has influenced the content providers creative choices for its original content. We have licenses for all of the 15 highest grossing movie franchises in history. We believe we are well positioned to continue to obtain licenses for new important movie franchises and other properties. Further, we have historically been able to renew productive licenses on commercially reasonable terms, which positions us to benefit from the ongoing desire of consumers to engage with and show affinity for their favorite pop culture content. Deep, Mutually Beneficial Relationships with a Broad Network of Retail Customers We partner with a diverse group of retail customers through which we sell our products. Many of our retail customers view us as experts in pop culture and in some cases we help manage their growing pop culture category within their stores and can provide a curated experience by catering to their particular customer bases. We believe this enables us to enhance the productivity of the pop culture category for our retail customers, resulting in increased sales and expanded shelf space for our productsa major driver of our growth historically. Additionally, we believe our pop culture expertise and omnichannel sales model position us well to capture the industry shift from traditional brick and mortar to channel-agnostic content consumerism. In addition, we often release exclusive new products with a specific retail customer, driving significant traffic and sales for them. Nimble Speed to Market Reflects Fast Fashion Product Development Process Speed to market has become increasingly important as technological innovation has accelerated the pace of content discovery and sharing and the speed at which niche content can become mainstream. Our flexible and low-fixed cost production model enables us to go from product design of a figure to the store shelf between 110 and 200 days and can have it on the shelf in as few as 70 days, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs. Because of the strength of our in-house creative team, we are able to move from product design to pre-selling a new product in as few as 24 hours. This ability, coupled with the valuable data insights we have developed over the past decade, and the increasing use of repeated franchise properties by content providers, reduces potential product risk to us while better positioning us to



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benefit from trends in content creation and consumption. As an example of our fast fashion product development process, we announced and were able to pre-sell a dancing Baby Groot figure, which was a surprise character in Marvels 2014 Guardians of the Galaxy movie release, within a week of the movie release. Dynamic Business Model Drives Revenue Visibility and Growth Our business is diversified across content providers and properties, product categories, and sales channels. As a result, we can dynamically manage our business to capitalize on pop culture trends, which has allowed us to deliver significant growth while lessening our dependence on individual content releases. Our content provider relationships are highly diversified. We generated only approximately 8% and 15% of net sales from our top property for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, and the portion of our net sales for the six months ended June 30, 2017 and the year ended December 31, 2016 attributable to our top five properties was 27% and 36%, respectively. Our products are balanced across our licensed property categories. In 2016, we generated approximately 43% of net sales from classic evergreen properties, approximately 24% from movie release properties, approximately 20% from current video game properties and approximately 12% from current TV properties. We have visibility into the new release schedule of our content providers and our expansive license portfolio allows us to dynamically manage new product creation. This allows us to adjust the mix of products based on classic evergreen properties and new releases, depending on the media release cycle. In addition, we sell our products worldwide through a diverse group of sales channels, including specialty retailers, distributors, mass-market retailers, e-commerce sites and direct-to-consumer. Visionary Management Team and Employees with Genuine Passion for Pop Culture Our highly experienced management team is led by Brian Mariotti, an industry pioneer. A long-time pop culture fan, Brian recognized early on the impact that trends in media and entertainment would have on the pop culture industry and the value of having a diverse portfolio of licenses. Passion for pop culture pervades our company and our openness to new ideas from anywhere in the organization has resulted in some of our most innovative and differentiated products. How We Plan To Grow We are pursuing the following strategies that we believe will drive substantial future growth. Increase Sales with Existing Retail Customers We intend to continue to increase our sales by expanding our shelf space and deepening our relationships with our retail customers. Our products have driven traffic to our retail customers previously less productive square footage, which has resulted in increased shelf space for our products. In addition to designing unique, stylized products that resonate with pop culture fans and drive traffic, we intend to increase the number of retail customers for whom we curate pop culture selections. We believe doing so deepens our relationships with our retail customers and encourages them to allocate more shelf space to our products and pop culture products generally and, in some cases, create pop culture departments where none existed before, which we believe will drive additional brand awareness and sales growth. We are also in the process of creating a self-service online portal for our retail customers to reduce ordering time and increase the efficiency of our ordering process, which we believe will increase our sales with our existing retail customers. Add New Retail Customers and Expand Into New Channels We regularly evaluate and add new retail customers as we believe consumers demand Funko products regardless of the retail channel through which they purchase them. While we believe we have



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opportunities to add new specialty and mass-market retailers, we also plan to selectively target new or underdeveloped sales channels, such as dollar, drug, grocery and convenience stores. By adding new retail customers, we will increase the awareness and availability of our products to consumers, which we believe will increase sales. We also intend to increase our direct-to-consumer efforts, which represented approximately 6% of 2016 net sales. Broaden Our Product Offerings In addition to designing products to address new content that licensors continually produce, we plan to add new product categories, lines and brands to leverage our existing sales channels to continue to drive sales. For example, we are expanding our blind box offerings, which have historically included figures, to plush products. We also continually evaluate product innovations and potential acquisition targets to complement our existing product categories, lines and brands. In June 2017, we completed the acquisition of Loungefly, LLC, a designer of a variety of licensed pop culture fashion handbags, small leather goods and accessories, to expand and diversify our product offerings in our accessories category. Adding new product categories, lines and brands will enable us to leverage our existing retail distribution network to quickly increase sales while offering a more fulsome pop culture product offering to our retail customers and consumers. Expand Internationally We believe that the forces at work first observed in the U.S. pop culture industry are global. We believe we are currently underpenetrated internationally, as approximately 28.6% and 18.8% of net sales for the six months ended June 30, 2017 and the year ended December 31, 2016, respectively, were generated outside of the United States, and we believe that international sales represent a significant growth opportunity. In contrast to our international sales, approximately 75% of global box office receipts in 2016 were generated outside of the United States, suggesting significant potential for international growth. We are investing in the growth of our international business both organically and through third party distributors. In January 2017, we acquired certain assets of Underground Toys Limited and now sell directly to certain of our customers in Europe, the Middle East and Africa through our newly formed subsidiary, Funko UK, Ltd. In the future we may pursue similar acquisitions, or expand our direct sales force or distributor relationships to further penetrate Asia Pacific, Latin America or other regions. Leverage the Funko Brand Across Multiple Channels We believe there is a significant opportunity to leverage our distinctive style and designs across numerous underserved channels such as digital content, as well as potentially movies and television. For example, we are in the process of creating an online portal for Funko that will serve as an online destination for our consumers. This online community will allow consumers to create personal avatars, purchase digital products and interact with other consumers. We believe this opportunity will drive brand awareness with new audience segments, deepen consumer engagement to drive customer lifetime value, strengthen our direct connection with our consumers and grow our direct-to-consumer business, as well as support our retail customers.



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Summary Risk Factors Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading Risk Factors included elsewhere in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks include the following:  our success depends on our ability to execute our business strategy;  our business is dependent upon our license agreements, which involve certain risks;  we may not be able to design and develop products that will be popular with consumers or maintain the popularity of successful products;  changes or downturns in the retail industry and markets for consumer products could negatively impact our business, financial condition and results of operations;  our business depends on our ability to maintain and develop relationships with retail customers and distributors;  our industry is highly competitive and barriers to entry are low;  our financial performance may suffer if we fail to manage our growth effectively;  our gross margin may not be sustainable and may fluctuate over time;  our business depends on content development and creation by third parties;  our success depends on our ability to successfully manage our inventories;  we or our licensors may be unable to obtain, maintain and protect our respective intellectual property rights, which could negatively impact our competitive position;  our success is critically dependent on the efforts and dedication of our officers and other employees;  our use of third-party manufacturers to produce our products presents risks to our business;  we are subject to various government regulations, violation of which could subject us to sanctions or otherwise harm our business;  our indebtedness could adversely affect our financial health and competitive position;  ACON will have significant influence over us, including over decisions that require the approval of stockholders, and its interests, along with the interests of our other Continuing Equity Owners, may conflict with yours;  we are a controlled company within the meaning of the listing rules of The Nasdaq Stock Market LLC, or the Nasdaq rules, and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements;  we may not be able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of common units of FAH, LLC for cash or stock, including in connection with this offering; and  we will incur increased costs and obligations as a result of being a public company. Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading Risk Factors.



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Summary of the Transactions Funko, Inc., a Delaware corporation, was formed on April 21, 2017 to serve as the issuer of the Class A common stock offered hereby. Prior to this offering, all of our business operations have been conducted through FAH, LLC and its subsidiaries. We will consummate the following organizational transactions in connection with this offering:  we will amend and restate the existing limited liability company agreement of FAH, LLC to, among other things, (1) convert all existing ownership interests (including vested profits interests and all unvested profits interests (subject to common units received in exchange for unvested profits interests remaining subject to their existing time-based vesting requirements)) in FAH, LLC into common units of FAH, LLC, and (2) appoint Funko, Inc. as the sole managing member of FAH, LLC upon its acquisition of common units in connection with this offering;  we will amend and restate Funko, Inc.s certificate of incorporation to, among other things, provide (1) for Class A common stock, with each share of our Class A common stock entitling its holders to one vote per share on all matters presented to our stockholders generally and (2) for Class B common stock, with each share of our Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their permitted transferees as described in Description of Capital StockCommon StockClass B Common Stock;  we will issue shares of our Class A common stock to the purchasers in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus);  we will use all of the net proceeds from this offering to purchase (1) newly issued common units (or common units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from FAH, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, and (2) common units directly from certain of the Continuing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, which combined represents % of FAH, LLCs outstanding common units following this offering (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);  FAH, LLC intends to use the net proceeds from the sale of common units to Funko, Inc. to repay the Subordinated Promissory Notes, repay a portion of the outstanding borrowings under our Senior Secured Credit Facilities (as defined herein) and, if any remain, for general corporate purposes as described under Use of Proceeds;  existing options to purchase certain ownership interests in FAH, LLC will be converted into options to purchase common units in FAH, LLC;  existing warrants to purchase ownership interests in FAH, LLC held by the Warrant Holders will be converted into common units of FAH, LLC;



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 the Former Equity Owners will exchange their indirect ownership interests in FAH, LLC for shares of Class A common stock on a one-to-one basis;  the Former Equity Owners will sell shares of our Class A common stock in this offering as selling stockholders; and  Funko, Inc. will enter into (1) a stockholders agreement, which we refer to as the Stockholders Agreement, with ACON, Fundamental and Brian Mariotti, our Chief Executive Officer, (2) a registration rights agreement, which we refer to as the Registration Rights Agreement, with certain of the Original Equity Owners (including each of our executive officers) and (3) a tax receivable agreement, which we refer to as the Tax Receivable Agreement, with FAH, LLC and each of the Continuing Equity Owners. For a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see Certain Relationships and Related Party Transactions. We collectively refer to the foregoing organizational transactions as the Transactions. Immediately following the consummation of the Transactions (including this offering):  Funko, Inc. will be a holding company and its principal asset will consist of common units it purchases from FAH, LLC and certain of the Continuing Equity Owners and common units it acquires from the Former Equity Owners;  Funko, Inc. will be the sole managing member of FAH, LLC and will control the business and affairs of FAH, LLC and its subsidiaries;  Funko, Inc. will own, directly or indirectly, common units of FAH, LLC, representing approximately % of the economic interest in FAH, LLC (or common units, representing approximately % of the economic interest in FAH, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);  the Continuing Equity Owners (1) will own common units of FAH, LLC (excluding common units subject to time-based vesting requirements), representing approximately % of the economic interest in FAH, LLC (or common units, representing approximately % of the economic interest in FAH, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) will own shares of Class B common stock of Funko, Inc., representing approximately % of the combined voting power of all of Funko, Inc.s common stock (or approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);  the purchasers in this offering (1) will own shares of Class A common stock of Funko, Inc. (or shares of Class A common stock of Funko, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately % of the combined voting power of all of Funko, Inc.s common stock and approximately % of the economic interest in Funko, Inc. (or approximately % of the combined voting power and approximately % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) through Funko, Inc.s ownership of FAH, LLCs common units, indirectly will hold approximately % of the economic interest in FAH, LLC (or approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and  ACON (1) will own shares of Class A common stock of Funko, Inc. (or shares of Class A common stock of Funko, Inc. if the underwriters exercise in full their option to purchase



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additional shares of Class A common stock), representing approximately % of the economic interest in Funko, Inc. (or approximately % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (2) will own shares of Class B common stock of Funko, Inc., which combined with the Class A common stock described in clause (1) will represent approximately % of the combined voting power of all of Funko, Inc.s common stock (or approximately % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (3) through Funko, Inc.s ownership of common units of FAH, LLC and ACONs ownership of common units of FAH, LLC, directly or indirectly will hold approximately % of the economic interest in FAH, LLC (or approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As the sole managing member of FAH, LLC, we will operate and control all of the business and affairs of FAH, LLC and, through FAH, LLC and its subsidiaries, conduct the business. Following the Transactions, including this offering, we will record a significant non-controlling interest in our consolidated subsidiary, FAH, LLC, relating to the ownership interest of the Continuing Equity Owners. Accordingly, although Funko, Inc. will have a minority economic interest in FAH, LLC, it will control the management of FAH, LLC as the sole managing member. As a result, Funko, Inc. will consolidate FAH, LLC and record a non-controlling interest in consolidated entity for the economic interest in FAH, LLC held by the Continuing Equity Owners. Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $ per share (the midpoint of the price range listed on the cover page of this prospectus). Although the number of shares of Class A common stock being offered hereby to the public and the total number of FAH, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information and FAH, LLC common unit information presented in this prospectus will vary depending on the initial public offering price in this offering. Specifically, the relative allocation of the common units issued in the Transactions as among the Original Equity Owners will vary, depending on the initial public offering price in this offering, which will also impact the shares of Class A common stock and Class B common stock issued to the Original Equity Owners in the Transactions. An increase in the assumed initial public offering price would result in a decrease in the amount of common units of FAH, LLC and, in turn, shares of Class B common stock issued to ACON, Fundamental, the Warrant Holders and certain other Original Equity Owners and an increase in the amount of common units issued to the Former Profits Interests Holders on an aggregate basis. A decrease in the assumed initial public offering price would result in an increase in the amount of common units and, in turn, shares of Class B common stock issued to ACON, Fundamental, the Warrant Holders and certain other Original Equity Owners and a decrease in the amount of common units issued to the Former Profits Interests Holders on an aggregate basis. For more information regarding our structure, see Our Organizational Structure.



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Ownership Structure The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. (1) Includes Fundamental, the Former Profits Interests Holders, the Warrant Holders, certain of our current executive officers, other employees and directors and each of their permitted transferees. The common units held by the Continuing Equity Owners exclude common units that will be subject to time-based vesting. (2) FAH, LLC, its direct wholly owned subsidiary FHL and its indirect wholly owned subsidiary Funko, LLC are the borrowers under our Senior Secured Credit Facilities. (3) A portion of these common units will be held through wholly owned subsidiaries of Funko, Inc. as a result of the Former Equity Owners exchanging their indirect ownership interests in common units of FAH, LLC for shares of Class A common stock on a one-to-one basis as part of the Transactions.



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Our Corporate Information Funko, Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on April 21, 2017. Our corporate headquarters are located at 2802 Wetmore Avenue, Everett, WA 98201. Our telephone number is (425) 783-3616. Our principal website address is www.funko.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus. After giving effect to the Transactions, including this offering, Funko, Inc. will be a holding company whose principal asset will consist of % of the outstanding common units of FAH, LLC, a Delaware limited liability company (or % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Implications of Being an Emerging Growth Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of certain reduced reporting and other requirements that are otherwise generally applicable to public companies. As a result:  we are required to have only two years of audited financial statements and only two years of related selected financial data and Managements Discussion and Analysis of Financial Condition and Results of Operations disclosure;  we are not required to engage an auditor to report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;  we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);  we are not required to submit certain executive compensation matters to stockholder advisory votes, such as say-on-pay, say-on-frequency and say-on-golden parachutes; and  we are not required to comply with certain disclosure requirements related to executive compensation, such as the requirement to disclose the correlation between executive compensation and performance and the requirement to present a comparison of our Chief Executive Officers compensation to our median employee compensation. We may take advantage of these reduced reporting and other requirements until the last day of our fiscal year following the fifth anniversary of the completion of this offering, or such earlier time that we are no longer an emerging growth company. However, if certain events occur prior to the end of such five-year period, including if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to adopt the reduced requirements with respect to our financial statements and the related selected financial data and Managements Discussion and Analysis of Financial Condition and Results of Operations disclosure. As a result, the information that we provide to stockholders may be different than the information you may receive from other public companies in which you hold equity.



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As mentioned above, the JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to opt out of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable. ACON Investments ACON Investments, L.L.C. is a Washington, D.C.-based international private equity investment firm that manages capital through varied investment funds and special purpose partnerships. From its inception in 1996 through June 30, 2017, ACON Investments, L.L.C. and its affiliates have managed approximately $5.5 billion of capital. ACON Investments, L.L.C and its affiliates have professionals in Washington, D.C., Los Angeles, Mexico City, Sao Paulo and Bogota. For additional information regarding ACONs ownership in us after this offering, see Summary of the Transactions and Principal and Selling Stockholders.



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The Offering Issuer Funko, Inc. Shares of Class A common stock offered by us shares. Shares of Class A common stock offered by the selling stockholders

shares. Underwriters option to purchase additional shares of Class A common stock from us and the selling stockholders



shares. Shares of Class A common stock to be issued to the Former Equity Owners

shares. Shares of Class A common stock to be outstanding immediately after this offering

shares, representing approximately % of the combined voting power of all of Funko, Inc.s common stock and 100% of the economic interest in Funko, Inc. Shares of Class B common stock to be outstanding immediately after this offering

shares, representing approximately % of the combined voting power of all of Funko, Inc.s common stock and no economic interest in Funko, Inc. Common units of FAH, LLC to be held by us immediately after this offering

common units, representing approximately % of the economic interest in FAH, LLC (or common units, representing approximately % of the economic interest in FAH, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Common units of FAH, LLC to be held by the Continuing Equity Owners immediately after this offering



common units, representing approximately % of the economic interest in FAH, LLC (or common units, representing approximately % of the economic interest in FAH, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Ratio of shares of Class A common stock to common units

Our amended and restated certificate of incorporation and the FAH LLC Agreement will require that we and FAH, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units of FAH, LLC owned by us. Ratio of shares of Class B common stock to common units

Our amended and restated certificate of incorporation and the FAH LLC Agreement will require that we and FAH, LLC at all times maintain a one-to-one ratio between the number



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of shares of Class B common stock owned by the Continuing Equity Owners and the number of common units of FAH, LLC owned by the Continuing Equity Owners. Immediately after this offering, the Continuing Equity Owners will own 100% of the outstanding shares of our Class B common stock. Permitted holders of shares of Class B common stock

Only the Continuing Equity Owners and the permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable only together with an equal number of common units of FAH, LLC. See Certain Relationships and Related Party TransactionsFAH LLC AgreementAgreement in Effect Upon Consummation of this Offering. Voting rights Holders of shares of our Class A common stock and our Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. See Description of Capital Stock. Redemption rights of holders of common units The Continuing Equity Owners may from time to time at each of their options (subject in certain circumstances to time-based vesting requirements and limitations on the common units that will be converted from HR units in connection with the Transactions) require FAH, LLC to redeem all or a portion of their common units ( common units outstanding immediately after this offering) in exchange for, at our election, newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each common unit redeemed, in each case, in accordance with the terms of the FAH LLC Agreement; provided that, at our election, we may effect a direct exchange by Funko, Inc. of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See Certain Relationships and Related Party Transactions FAH LLC Agreement. Simultaneously with the payment of cash or shares of Class A common



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stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the FAH LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged. Use of proceeds We estimate, based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to purchase (1) common units (or common units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from FAH, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions, and (2) common units directly from certain of the Continuing Equity Owners at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions. FAH, LLC intends to use $ of the net proceeds from the sale of common units to Funko, Inc. to repay the Subordinated Promissory Notes (as defined below), repay a portion of the outstanding borrowings under our Senior Secured Credit Facilities and the remainder for general corporate purposes. FAH, LLC will not receive any proceeds that Funko, Inc. uses to purchase common units from certain of the Continuing Equity Owners, and we will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling stockholders. FAH, LLC will bear or reimburse Funko, Inc. and the selling stockholders for all of the expenses of this offering. See Use of Proceeds. Dividend policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay



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indebtedness, and therefore we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Additionally, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of FAH, LLC and our other subsidiaries to pay dividends or make distributions under the terms of our Senior Secured Credit Facilities. Additionally, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from FAH, LLC and, through FAH, LLC, cash distributions and dividends from our other direct and indirect wholly owned subsidiaries. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends and other factors that our board of directors may deem relevant. See Dividend Policy. Controlled company exception After the consummation of this offering, we will be considered a controlled company for the purposes of the Nasdaq rules as ACON, Fundamental and Brian Mariotti, our Chief Executive Officer, will, in the aggregate, have more than 50% of the voting power for the election of directors. See Principal and Selling Stockholders. As a controlled company, we will not be subject to certain corporate governance requirements, including that: (1) a majority of our board of directors consists of independent directors, as defined under the Nasdaq rules; (2) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities; (3) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities; and (4) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not have a



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majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so. Tax receivable agreement We will enter into a Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners that will provide for the payment by Funko, Inc. to the Continuing Equity Owners of 85% of the amount of tax benefits, if any, that Funko, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (1) increases in tax basis resulting from Funko, Inc.s purchase of common units of FAH, LLC directly from certain of the Continuing Equity Owners in connection with this offering, as described under Use of Proceeds, and future redemptions funded by Funko, Inc. or exchanges (or deemed exchanges in certain circumstances) of common units for Class A common stock described above under Redemption rights of holders of common units, and (2) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement. See Certain Relationships and Related Party TransactionsTax Receivable Agreement for a discussion of the Tax Receivable Agreement. Registration rights agreement Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to certain of the Continuing Equity Owners (including each of our executive officers) upon redemption or exchange of their common units of FAH, LLC and the shares of our Class A common stock that are issued to the Former Equity Owners in connection with the Transactions. See Certain Relationships and Related Party TransactionsRegistration Rights Agreement. Risk factors See Risk Factors beginning on page 28 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock. Trading symbol We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol FNKO.



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Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:  gives effect to the amendment and restatement of the FAH LLC Agreement that converts all existing ownership interests in FAH, LLC into common units, as well as the filing of our amended and restated certificate of incorporation;  gives effect to the other Transactions, including the consummation of this offering;  excludes shares of Class A common stock reserved for issuance under our 2017 Equity Plan, or 2017 Plan, including shares of Class A common stock issuable pursuant to stock options and restricted stock units granted to certain of our directors and certain of our employees in connection with this offering as described under the captions Executive CompensationExecutive Compensation ArrangementsDirector Compensation and Executive CompensationEquity Compensation Plans2017 Incentive Award Plan;  excludes options to purchase common units in FAH, LLC at a price of $ per unit, all of which are expected to be vested as of the consummation of this offering;  excludes common units to be held by certain Former Profits Interests Holders that are subject to time-based vesting requirements;  excludes shares of Class A common stock that may be issuable upon exercise of redemption rights of the Continuing Equity Owners (or at our election, a direct exchange);  assumes an initial public offering price of $ per share of Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus; and  assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock from us. Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $ per share (the midpoint of the price range listed on the cover page of this prospectus). Although the number of shares of Class A common stock being offered hereby to the public and the total number of FAH, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information and FAH, LLC common unit information presented in this prospectus will vary depending on the initial public offering price in this offering. Specifically, the relative allocation of the common units issued in the Transactions as among the Original Equity Owners will vary, depending on the initial public offering price in this offering, which will also impact the shares of Class A common stock and Class B common stock issued to the Original Equity Owners in the Transactions. An increase in the assumed initial public offering price would result in a decrease in the amount of common units of FAH, LLC and, in turn, shares of Class B common stock issued to ACON, Fundamental, the Warrant Holders and certain other Original Equity Owners and an increase in the amount of common units issued to the Former Profits Interests Holders on an aggregate basis. A decrease in the assumed initial public offering price would result in an increase in the amount of common units and, in turn, shares of Class B common stock issued to ACON, Fundamental, the Warrant Holders and certain other Original Equity Owners and a decrease in the amount of common units issued to the Former Profits Interests Holders on an aggregate basis.



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Summary Historical and Pro Forma Consolidated Financial and Other Data The following tables present the summary historical consolidated financial and other data for FAH, LLC and its subsidiaries and the summary pro forma consolidated financial and other data for Funko, Inc. FAH, LLC is the predecessor of the issuer, Funko, Inc., for financial reporting purposes. The summary consolidated statements of operations data and statements of cash flows data for the year ended December 31, 2016 (Successor), the period from October 31, 2015 through December 31, 2015 (Successor) and the period from January 1, 2015 through October 30, 2016 (Predecessor), and the summary consolidated balance sheet data as of December 31, 2016 are derived from the audited consolidated financial statements of FAH, LLC included elsewhere in this prospectus. The summary consolidated statements of operations data and statements of cash flows data for the six months ended June 30, 2017 and 2016, and the summary consolidated balance sheet data as of June 30, 2017 are derived from the unaudited consolidated financial statements of FAH, LLC included elsewhere in this prospectus. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and results of operations for such periods. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, the results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with the Selected Historical and Unaudited Pro Forma Consolidated Financial and Other Data and Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial data of Funko, Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial data for the year ended December 31, 2016 and as of and for the six months ended June 30, 2017 give effect to the Transactions, including the consummation of this offering and the use of proceeds therefrom, as described in Our Organizational Structure and Use of Proceeds, as if all such transactions had occurred on January 1, 2016, in the case of the summary unaudited pro forma consolidated statements of operations data, and as of June 30, 2017, in the case of the summary unaudited pro forma consolidated balance sheet data. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See Unaudited Pro Forma Consolidated Financial Information for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.



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The summary historical consolidated financial and other data of Funko, Inc. has not been presented because Funko, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section. Pro Forma

Funko, Inc. Historical FAH, LLC Successor Predecessor Six Months

Ended

June 30, 2017 Year Ended

December 31,

2016 Six Months Ended June 30, Year Ended

December 31,

2016 Period from

October 31,

2015

through

December 31,

2015 Period from

January 1,

2015

through

October 30,

2015 2017 2016 (unaudited) (unaudited) (in thousands, except per share data and margins) Consolidated Statements of Operations Data: Net sales $ $ $ 203,798 $ 176,261 $ 426,717 $ 56,565 $ 217,491 Cost of sales (exclusive of depreciation and amortization shown separately below) 130,066 125,799 280,396 44,485 131,621 Selling, general and administrative expenses 50,901 37,087 77,525 13,894 37,145 Acquisition transaction costs 3,086 349 1,140 7,559 13,301 Depreciation and amortization 14,322 11,174 23,509 3,370 5,723 Income (loss) from operations 5,423 1,852 44,147 (12,743 ) 29,701 Interest expense, net 14,677 7,879 17,267 2,818 2,202 Other income, net (113 )     Income (loss) before income taxes (9,141 ) (6,027 )    Income tax expense 1,024     Net income (loss) $ $ $ (10,165 ) $ (6,027 ) $ 26,880 $ (15,561 ) $ 27,499 Pro Forma Net Income Per Share Data(1): Pro forma weighted average shares of Class A common stock outstanding: Basic Diluted Consolidated Statements of Cash Flows Data: Net cash provided by operating activities $ 15,750 $ 16,389 $ 49,468 $ 14,110 $ 8,538 Net cash used in investing activities (46,764 ) (8,014 ) (22,105 ) (244,421 ) (10,043 ) Net cash (used in) provided by financing activities 37,627 3,339 (45,613 ) 244,456 11,390 Selected Other Data: EBITDA(2) $ $ $ 19,858 $ 13,026 $ 67,656 $ (9,373 ) $ 35,424 Adjusted EBITDA(2) $ $ $ 31,284 $ 35,644 $ 96,960 $ 13,170 $ 61,996 Net income (loss) margin % % (5.0 )% (3.4 )% 6.3 % (27.5 )% 12.6 % Adjusted EBITDA margin(2) % % 15.4 % 20.2 % 22.7 % 23.3 % 28.5 %



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Pro Forma

Funko, Inc.(3) Historical FAH, LLC June 30, 2017 June 30, 2017 December 31, 2016 (unaudited) (unaudited) (in thousands) Consolidated Balance Sheets Data (at period end): Cash and cash equivalents $ $ 12,752 $ 6,161 Total assets 588,380 522,237 Total debt(4) 339,064 217,753 Total members/stockholders equity 154,990 217,377 (1) See Note (f) to the unaudited pro forma consolidated statements of operations for the year ended December 31, 2016 in Unaudited Pro Forma Consolidated Financial Information for the calculation of pro forma basic net income per share and pro forma diluted net income per share. (2) EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. We define EBITDA as net income before interest expense, net, income tax expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted for monitoring fees, non-cash charges related to equity-based compensation programs, earnout fair market value adjustments, inventory step-ups, acquisition transaction costs, foreign currency transaction (gains) losses and other unusual or one-time items. We define Adjusted EBITDA margin as the ratio of Adjusted EBITDA to net sales. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA margin in the same manner. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Management uses EBITDA, Adjusted EBITDA and Adjusted EBITDA margin:  as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;  for planning purposes, including the preparation of our internal annual operating budget and financial projections;  as a consideration to assess incentive compensation for our employees;  to evaluate the performance and effectiveness of our operational strategies; and  to evaluate our capacity to expand our business. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA to measure our compliance with covenants such as senior leverage ratio. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for net income, net income (loss) margin or other financial statement data presented in our consolidated financial statements included elsewhere in this prospectus as indicators of financial performance. Some of the limitations are:  such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;  such measures do not reflect changes in, or cash requirements for, our working capital needs;  such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;  such measures do not reflect our tax expense or the cash requirements to pay our taxes;  although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and



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 other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures. Due to these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for monitoring fees, non-cash charges related to equity-based compensation programs, earnout fair market value adjustments, inventory step-ups, acquisition transaction costs and other unusual or one-time items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA includes adjustments for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income: Pro Forma

Funko, Inc. Historical FAH, LLC Successor Predecessor Six Months

Ended

June 30, 2017 Year Ended

December 31,

2016 Six Months Ended June 30, Year Ended

December 31,

2016 Period from

October 31,

2015

through

December 31,

2015 Period from

January 1,

2015

through

October 30,

2015 Year Ended

December 31,

2014 2017 2016 (unaudited) (unaudited) (in thousands) Net income (loss) $ $ $ (10,165 ) $ (6,027 ) $ 26,880 $ (15,561 ) $ 27,499 $ 19,615 Interest expense, net 14,677 7,879 17,267 2,818 2,202 2,693 Income tax expense 1,024      Depreciation and amortization 14,322 11,174 23,509 3,370 5,723 4,003 EBITDA $ $ $ 19,858 $ 13,026 $ 67,656 $ (9,373 ) $ 35,424 $ 26,311 Adjustments: Monitoring fees(a) 981 749 1,498 272 3,346 1,416 Equity-based compensation(b) 3,745 1,166 2,369 4,484 9,925  Earnout fair market value adjustment(c) 8 6,630 8,561 1,540   Inventory step-up(d) 2,630 13,435 13,434 8,688   Acquisition transaction costs and other expenses(e) 4,175 638 3,442 7,559 13,301 385 Foreign currency transaction (gain)

loss(f) (113 )      Adjusted EBITDA $ $ $ 31,284 $ 35,644 $ 96,960 $ 13,170 $ 61,996 $ 28,112 (a) Represents monitoring fees paid pursuant to a management services agreement with Fundamental Capital, LLC, which was terminated in 2015 in connection with the ACON Acquisition, and a management services agreement



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with ACON that was entered into in connection with the ACON Acquisition, which will terminate upon the consummation of this offering. (b) Represents non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards. (c) Reflects the increase in the fair value of contingent liabilities incurred in connection with the ACON Acquisition and the Underground Toys Acquisition. (d) Represents a non-cash adjustment to cost of sales resulting from the ACON Acquisition and the Underground Toys Acquisition. (e) Represents legal, accounting, and other related costs incurred in connection with this offering, the ACON Acquisition, the Underground Toys Acquisition, the Loungefly Acquisition and other potential acquisitions. (f) Represents both unrealized and realized foreign currency (gains) losses on transactions other than in U.S. dollars. (3) Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease each of cash, total assets and total stockholders equity on a pro forma basis by approximately $ million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. (4) Total debt as of June 30, 2017 consists of the Subordinated Promissory Notes and borrowings under our Senior Secured Credit Facilities, net of unamortized discount of $12.1 million. Total debt as of December 31, 2016 consists of borrowings under our Senior Secured Credit Facilities, net of unamortized discount of $6.4 million. See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesDescription of Subordinated Promissory Notes and Description of Senior Secured Credit Facilities and Description of Certain Indebtedness. Also see our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities.



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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our success depends on our ability to execute our business strategy.

Our net sales and profitability have grown rapidly in recent periods; however, this should not be considered indicative of our future performance. Our future growth, profitability and cash flows depend upon our ability to successfully execute our business strategy, which is dependent upon a number of factors, including our ability to:

 expand our market presence in existing sales channels and enter additional sales channels;

 anticipate, gauge and respond to rapidly changing consumer preferences and pop culture trends;

 acquire or enter into new licenses i