What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-03 compared with 2021-03-11 · 100 added, 90 removed, 404 unchanged (32% of the section changed)

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 Funko aims to have something for every fan.

Funko is a leading pop culture lifestyle brand .

Our business is built on the belief that everyone is a fan of something, and Funko aims to have something for every fan.

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 typically infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, board games, plush and homewares.

We can reach a broad range of consumers with our diverse range of products, expansive license portfolio, unique style, broad product distribution and highly accessible price points.

We infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, board games, plush, homewares and digital non-fungible tokens ("NFTs"), which we make available at highly accessible price points.

We believe we sit at the nexus of pop culture—content providers value us for our ability to connect fans to their properties with our creative products and broad distribution;

4 unchanged sentences

Pop culture encompasses virtually everything that someone can be a fan of—movies, TV shows, anime, video games, music, sports, books and more.

The global licensed pop culture product industry in which we compete sits within the global licensed merchandise and services market, which had nearly $293 billion in total sales in 2019 according to a Global Licensing Survey released by Licensing International.

Pop culture fandom has evolved from niche communities around specific properties to having a broad presence in modern life.

10 unchanged sentences

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 highest annual grossing movies included an average of 2.5 franchise films and from 2000 through 2019, the top ten highest annual grossing movies included an average of 6.6 franchise films.

Additionally, there has been an increase in high-quality scripted television series as content providers vie for binge worthy shows to attract consumers.

For example, in 2019 the number of original scripted series in the U.S.

increased by over 150% compared to 2009, according to FX networks research.

For example, in 2021 there were 559 original scripted series in the U.S., a 13% increase over 2020, according to FX networks research.

We expect content providers such as Amazon, Apple, Disney, Warner Bros., Hulu, Netflix and NBCUniversal to continue to invest in new high-quality original content.

3 unchanged sentences

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 2019, retail sales of licensed entertainment and character products totaled $128.4 billion, compared to $28.9 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 connections to their favored characters or properties as they share their passion with others.

8 unchanged sentences

This represents a cultural shift supporting the acceptability of fan affinity for pop culture content across all demographic categories of fans.

In 2020, due to COVID-19 impacts on in-person events, many pop-culture conventions such as Comic Con International:

In 2020 and 2021, due to COVID-19 impacts on in-person events, many pop-culture conventions such as Comic Con International:

San Diego, New York Comic Con and others were cancelled or pivoted to virtual events, which continued to attract and engage fans in the new virtual format.

28 unchanged sentences

Our brand portfolio includes Pop!

and Loungefly as well as others such as Funko, Mystery Mini, Paka Paka, and Snapsies.

and Loungefly as well as others such as Funko, Mystery Mini, Paka Paka, Vinyl Gold and Popsies.

is our largest and most recognized brand that encompasses multiple product categories, including figures, accessories, apparel, games, bags and more.

3 unchanged sentences

The portion of sales attributed to Loungefly branded products in the years ended December 31, 2021, 2020 and 2019 was 14%, 13% and 9%, respectively.

Additionally, from time-to-time our in-house creative team creates new brands and products based on Funko’s own intellectual property, such as Snapsies, Paka Paka and non-licensed board games.

Additionally, from time-to-time our in-house creative team creates new brands and products based on Funko’s own intellectual property and non-licensed board games.

Broad Consumer Appeal and Engagement

8 unchanged sentences

In 2020, given the impact of COVID-19 on in-person events, we began conducting virtual events including multiple Funko Virtual Con events, to continue to drive engagement with fans.

We continued this throughout 2021 with a few hybrid events (both in person and virtual) where we could safely do so.

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.

2 unchanged sentences

We can provide our retail customers a customized product mix designed to appeal to their consumer bases.

Our current retail customers include GameStop, Amazon, Hot Topic, Target and Walmart in the United States, and Micromania, HEO, E.M.P.

Merchandising and Smyths Toys, internationally.

Our key retail partners in the United States include Amazon, GameStop, Hot Topic, Target and Walmart.

Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

Our key international retail customers include Amazon, GameStop, Fnac and Tesco.

We believe 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.

7 unchanged sentences

We have developed a nimble and low fixed-cost production model built on the strength of our in-house creative team as well as our relationships with content providers, retailers and third-party manufacturers.

Our production model enables us to go from product design of a figure to the store shelf within 110 to 200 days and we can have it shipped from the factory 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.

Our production model enables us to go from product design of a figure to the store shelf within 110 to 200 days and we can typically have it shipped from the factory 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.

During 2021, we saw, and in 2022, we continue to see some delays with the global capacity constraints and the availability of shipping containers, but we have employed mitigation strategies to get product in the hands of our customer base as soon as feasible.

Because of the strength of our in-house creative team, we are able to move from product design to pre-selling certain new products in as few as 24 hours.

4 unchanged sentences

In addition, our creativity and designs allow us to reinvigorate classic evergreen content by infusing a fresh, unique aesthetic into characters that enjoy enduring passion and nostalgia from fans.

With the help of our in-house creative team, we have also begun to develop our own proprietary intellectual property, including our Snapsies and Paka Paka brands, as well as various non-licensed board games.

With the help of our in-house creative team, we have also begun to develop our own proprietary intellectual property as well as various non-licensed board games.

As a result of our creative capabilities and broad portfolio of licenses, we create a substantial number of new products each year.

6 unchanged sentences

We also intend to continue licensing content that will allow us to capitalize on the popularity of current releases across movies, TV shows, video games, and other content types, and to leverage those licenses across a broader array of products and expanded distribution to reach new consumers.

Additionally, we have the ability to leverage evergreen or back catalog content by creating fun, whimsical and nostalgic programs to be sold at retail that resonate with fans.

We have the ability to leverage evergreen or back catalog content by creating fun, whimsical and nostalgic programs to be sold at retail that resonate with fans.

Our evergreen programs include new versions of well-known characters such as our Marvel Venomized line or, products built around nostalgic content or places such as Disney theme parks.

1 unchanged sentence

We expect to do this by expanding our license portfolio, creating new products or designs that resonate with fans and strategically expanding our distribution of these products.

Within anime, in 2020 we entered into an exclusive partnership with Bandai, which allows Funko to distribute anime properties in Japan, the largest market for anime merchandise worldwide.

Within anime, we continue to add new license relationships with multiple new properties.

For example, in 2018 we recorded approximately $29.4 million in sales over 32 properties and in 2021 we recorded approximately $81.4 million in sales over 48 properties.

In the sports category, we are continuing to leverage our broad range of sports licenses, which includes the NFL, NBA, NHL, WWE, English Premier League, MLB and more.

In 2020, we launched localized fan shops in the mass market channel.

Additionally, within the music category, we are expanding our license base to include more artists and in 2020 we launched Pop!

Albums, a new product line under the Pop!

In 2021, we launched Funko Gold, which is initially focused on sports and music figures in a head-to-toe stylized look.

Additionally, within the music category, we are expanding our license base to include more artists for Pop!

Albums, a product line introduced in 2020 under the Pop!

brand that seeks to appeal to music fans by recreating iconic covers of music albums.

We expect to continue to utilize our in-house creative team to create new designs, products and brands that resonate with our core consumers.

For example, in 2019 we launched Funko Vinyl Soda, a stylized collectible vinyl figure to that comes with the opportunity to be surprised by a rare chase piece that will delight collectors.

For example, in 2019 we launched Funko Vinyl Soda, a stylized collectible vinyl figure to that comes with the opportunity to be surprised by a rare chase piece.

Diversify our Revenue Streams through Product Innovation

5 unchanged sentences

In 2019, we acquired Forrest-Pruzan Creative LLC, a leading board game development studio, to help us expand our product offerings into the board game category and to develop the Funko Games brand.

In 2021, we launched, through our acquisition of the majority interest in TokenWave, LLC, the Company's first NFTs.

These exclusive digital card packs are currently sold on the WAX blockchain platform and have often sold out in a matter of minutes, with residual buyers still waiting in the queue.

Extend Funko’s International Reach

3 unchanged sentences

We are continuing to invest in the growth of our international business, primarily in Europe, both directly and through third party distributors.

In October 2020, we launched our own e-commerce website in Europe, www.funkoeurope.com, which is initially serving the U.K., Ireland, Spain, Germany and France, with more countries expected to follow.

In 2020, we launched our own e-commerce website in Europe, www.funkoeurope.com, which initially served the U.K., Ireland, Spain, Germany, France and Italy, and has since expanded into six additional countries throughout Europe.

We believe there are opportunities to further grow our sales in other regions, such as Latin America, Canada, Oceania and APAC, by expanding our direct sales to retailers or through distributor relationships.

9 unchanged sentences

We seek to license content that will allow us to capitalize on the popularity of current movies, TV shows, video games, music and other content releases, as well as classic evergreen properties, which are not tied to a current or new release, and which are less subject to pop culture trends.

Additionally, by utilizing our in-house creative team we have the ability to develop our own content and intellectual property, such as our Snapsies and Paka Paka product lines as well as various board game offerings.

Additionally, by utilizing our in-house creative team we have the ability to develop our own content and intellectual property as well as various board game offerings.

Our current products principally fall within the following product categories:

1 unchanged sentence

These figures combine the pop culture properties we license with our own distinctive designs to create pop culture figures that appeal to a broad range of consumers at an affordable price point, often under one of our proprietary brands, such as Pop!, Mystery Minis, and Funko Soda.

Additionally, from time to time we will create figures that are not licensed such as our Snapsies and Paka Paka brands.

Additionally, from time to time we will create figures that are not licensed such as our Paka Paka brand.

Our other category is comprised of stylized fashion accessories (including bags, backpacks and wallets);

3 unchanged sentences

homewares (including drinkware and other home accessories);

NFTs and other.

Our Brands and Designs

10 unchanged sentences

Loungefly branded products represented 14%, 13% and 9% in 2021, 2020 and 2019, respectively.

Other brands we market under include Mystery Minis, Paka Paka, and Snapsies.

In addition, we also develop product lines that we market under the broader Funko brand, such as Funko Games, Funko action figures, Funko Soda and Funko Plush product lines.

Other brands we market under include Mystery Minis, Paka Paka, and Popsies.

In addition, we also develop product lines that we market under the broader Funko brand, such as Funko Games, Funko action figures, Funko Soda, Funko Plush, and Funko Gold product lines.

We expect to continue to develop new product designs and lines, which may develop into proprietary brands in the future.

1 unchanged sentence

We seek to establish new licensing relationships with content providers in order to capitalize on new and emerging trends in pop culture.

We believe we provide value to content providers by maximizing the lifetime value of their content by extending its relevance to consumers through ongoing fan engagement.

We believe we also provide value to content providers by maximizing the lifetime value of their content by extending its relevance to consumers through ongoing fan engagement.

License Agreements .

7 unchanged sentences

Our royalty expense for any given year will vary depending on the mix of products and properties sold during that year.

For the years ended December 31, 2020, 2019 and 2018, we incurred royalty expenses of $105.0 million, $126.8 million and $110.7 million, respectively.

For the years ended December 31, 2021, 2020 and 2019, we incurred royalty expenses of $162.0 million, $105.0 million and $126.8, respectively.

Our licenses are generally not exclusive.

4 unchanged sentences

For the years ended December 31, 2021, 2020 and 2019, we recorded reserves of $0.7 million, $1.0 million and $2.4 million, respectively, related to prepaid royalties we estimated would not be recovered through sales.

For the year ended December 31, 2021, 26% of sales were related to the Company’s two largest license agreements (13% each) with no other license agreements accounting for more than 10% of sales.

For the year ended December 31, 2020, 12% and 11% of sales were related to the Company’s two largest license agreements with no other license agreements accounting for more than 10% of sales.

For the year ended December 31, 2019, 13%, 11% and 11% of sales were related to the Company’s three largest license agreements with no other license agreements accounting for more than 10% of sales.

For the year ended December 31, 2018, 15%, 11% and 10% of sales were related to the Company’s three largest license agreements with no other license agreements accounting for more than 10% of sales.

Licensed Properties.

13 unchanged sentences

Products that we design and sell based on new movie releases are expected to have a limited duration of market demand, depending on the popularity of the title.

Examples of new movie releases are Avengers Endgame, Star Wars Episode IX and Frozen 2.

Examples of new movie releases are Spider-Man:

No Way Home, Avengers Endgame, Space Jam 2.

Additionally, products that we design and sell based on current television series or new video game titles are expected to have a market demand depending on the popularity and longevity of the title, which is generally expected to be multiple years.

Examples of our current TV and video game properties include The Mandalorian, Dragon Ball Z, Stranger Things and Rick & Morty.

Examples of our current TV and video game properties include The Mandalorian, Dragon Ball Z, Naruto, My Hero Academia, Avatar:

The Last Airbender.

Examples of our current video game properties are Fortnite, Overwatch and Five Nights at Freddy’s.

1 unchanged sentence

The percent of our sales attributable to classic evergreen and current releases may fluctuate in any given year based on the number and popularity of new content releases.

For example, in 2020 there was a lack of new content releases due to the impact of COVID-19 on new content production and the movie theater industry.

Due to this impact, the percentage of our sales attributable to classic evergreen properties was higher compared to historical trends.

Product Design and Development

4 unchanged sentences

Our creative team is passionate about pop culture, and we believe we have a strong pipeline of talent given our culture and the opportunity we provide to work with the most relevant pop culture content.

Our designers often work collaboratively with content providers in advance of new content releases to create unique, stylized products to maximize the value of their properties.

Our designers often work collaboratively with content providers in advance of new content releases to create unique, stylized products (both physical and digital) to maximize the value of their properties.

Our product development team oversees all aspects of new product development in order to ensure a timely product design and development process, including submitting the initial design to the content provider for approval, developing the product prototype, receiving final content provider approval and coordinating manufacturing with our supply chain team and third-party manufacturers.

Our flexible and low-fixed cost production model enables us to move from product design of a figure to shipping from the factory in as few as 70 days and typically between 110 and 200 days, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs.

Our flexible and low-fixed cost production model enables us to move from product design of a figure to shipping from the factory in as few as 70 days and to the store shelf typically between 110 and 200 days, with a minimal upfront investment for most figures of $5,000 to $7,500 in tooling, molds and internal design costs.

During 2021 we saw, and in 2022, we have seen some delays with the global capacity constraints and the availability of shipping containers, but employed mitigation strategies to get product in the hands of our customer base as soon as feasible.

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.

We believe that 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.

Manufacturing and Materials

12 unchanged sentences

In addition to quality control testing, safety testing of our products is done by independent third-party testing laboratories.

While we purchase finished products from our manufacturers, the cost of our products is impacted by the cost of labor, as well as the cost of the principal raw materials used in the production and sale of our products, including vinyl, fabric, ceramics and plastics.

All of these materials are readily available but may be subject to significant fluctuations in price.

While we purchase finished products from our manufacturers, the cost of our products is impacted by the cost of labor, as well as the cost, timing and/or availability of the principal raw materials used in the production and sale of our products, including vinyl, fabric, ceramics and plastics.

All of these materials are readily available but may be subject to significant fluctuations in price or delays in shipping to the factories as a result of global capacity constraints.

Although we do not manufacture our products, we own most of the tools and molds used in the manufacturing process, and generally these are transferable among manufacturers if we choose to employ alternative manufacturers.

We sell our products to a diverse network of customers throughout the world as well as directly to our consumers primarily through our owned websites and two flagship retail stores.

We sell our products to a diverse network of customers throughout the world as well as directly to our consumers primarily through our own websites and two flagship retail stores.

Domestically, we sell our products to specialty retailers, mass-market retailers and e-commerce sites.

1 unchanged sentence

Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

Our key international retail customers include Amazon, Micromania, HEO, E.M.P.

Merchandising, Fnac, Tesco, ASDA and Smyths Toys.

Our key international retail customers include Amazon, GameStop, Fnac and Tesco.

In addition to major retailers, we also sell our products to distributors for sale to small retailers in the United States and in certain countries internationally, typically where we do not currently have a direct presence.

We also sell our products directly to consumers through our e-commerce business, two flagship retail stores and, to a lesser extent, at specialty licensing and comic book shows, conventions and exhibitions in cities throughout the United States including at Comic-Con events.

Our direct-to-consumer sales accounted for approximately 8% of our sales for 2020 and 4% of our sales for both 2019 and 2018.

Our direct-to-consumer sales accounted for approximately 11%, 8% and 4% of our sales for 2021, 2020 and 2019, respectively.

Though our direct-to-consumer efforts have historically represented a small portion of our net sales, we intend to increase our focus on these efforts in the future.

7 unchanged sentences

We sell our products to our customers with payment terms typically varying from 30 to 90 days.

We contract the manufacture of most of our products to third-party unaffiliated manufacturers primarily located in Vietnam, China and Mexico and ship those products to our warehouse facilities in the United States and the United Kingdom.

While most of our sales originate in the United States and the United Kingdom from inventory we hold in our warehouses, certain of our customers may take title to our products upon shipment from the factory or at the port.

We contract the manufacture of most of our products to third-party unaffiliated manufacturers primarily located in Vietnam, China and Mexico and ship those products to our warehouse or third-party logistics facilities in the United States, the United Kingdom and the Netherlands.

While most of our sales originate in the United States and the United Kingdom from inventory we hold in our warehouses and third-party logistics locations, certain of our customers may take title to our products upon shipment from the factory or at the port.

We establish reserves for sales allowances, including promotional and other allowances, at the time of sale.

42 unchanged sentences

See Item 1A, “Risk Factors.”

In relation to our sales and marketing activities, we are subject to various consumer protection rules and regulations promulgated and/or enforced by various federal and state regulators such as the U.S.

Federal Trade Commission, and state attorneys general as well as non-U.S.

regulatory authorities that relate to advertising, product delivery and other consumer-facing practices.

In addition, our online products and services, including our e-commerce and digital communications activities, are or may be subject to U.S.

data privacy and cybersecurity laws, such as the U.S.

Children’s Online Privacy Protection Act, the California Consumer Privacy Protection Act (“CCPA”), and the EU/UK General Data Protection Regulation (“GDPR”).

We are subject to various other federal, state, local and international laws and regulations applicable to our business, including export controls, and have established processes for compliance with these laws and regulations.

8 unchanged sentences

In addition to offering market competitive salaries and wages, we offer comprehensive health and 401(k) benefits to eligible employees.

Our core benefits packages are supplemented with specific programs centered around voluntary benefits, paid time away from work and employee physical and mental wellbeing.

Our core benefits packages are supplemented with specific programs centered around voluntary benefits, paid time away from work and employee physical and mental well-being.

In response to the COVID-19 pandemic, we have implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

1 unchanged sentence

As of December 31, 2021, we employed 1,089 full-time employees.

We employed 617 people in the United States, 151 people in Europe and 9 people in Asia.

We employed 902 people in North America, 172 people in Europe and 15 people in Asia.

None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages.

8 unchanged sentences

The following table provides information regarding our executive officers and members of our board of directors (ages as of March 3, 2022):

Brian Mariotti

Andrew Perlmutter

44 Chief Executive Officer, Director

Brian Mariotti

54 Chief Creative Officer, Director

Jennifer Fall Jung 51 Chief Financial Officer

Andrew Perlmutter

55 Senior Vice President, General Counsel and Secretary

55 Chairman of the Board of Directors

56 Chief Legal Officer and Secretary

Charles Denson

65 Chairman of the Board of Directors

Sarah Kirshbaum Levy 51 Director

1 unchanged sentence

Executive Officers

Brian Mariotti has served as Funko, Inc.’s Chief Executive Officer and as a member of Funko, Inc.’s board of directors since its formation in April 2017, as the Chief Executive Officer of FAH, LLC and as a member of FAH, LLC’s board of directors since October 2015, and as Chief Executive Officer of Funko Holdings LLC ("FHL") and as a member of FHL’s board of directors since May 2013.

Mariotti has also served as Chief Executive Officer of Funko, LLC since he acquired the business with a small group of investors in 2005.

Andrew Perlmutter has served as Funko, Inc.'s Chief Executive Officer and as a member of the Funko, Inc.

board of directors since January 2022.

Previously, Mr.

Perlmutter served as the President of Funko, Inc.

and FAH, LLC from October 2017 to January 2022.

Perlmutter was the Senior Vice President of Sales of FAH, LLC from June 2013 until October 2017.

Prior to joining FAH, LLC, he was a co-founder of Bottle Rocket Collective, a board and travel games company, where he oversaw product manufacturing and sales from December 2012 until December 2013.

Prior to his time at Bottle Rocket Collective, he was a National Account Manager at The Wilko Group from August 2001 until December 2012, where he managed sales to a variety of major mass-market, specialty and online retailers.

Perlmutter received a B.A.

in Interpersonal Communications from Southern Illinois University.

We believe Mr.

Perlmutter’s knowledge of the pop culture industry and many years of experience as our President make him well-qualified to serve as a member of our board of directors.

Brian Mariotti has served as Funko, Inc.'s Chief Creative Officer since January 2022, prior to which Mr.

Mariotti served as Funko, Inc.’s Chief Executive Officer since April 2017.

Mariotti has been a member of Funko, Inc.’s board of directors since its formation in April 2017.

Prior to the formation of Funko, Inc., Mr.

Mariotti served as the Chief Executive Officer of FAH, LLC and as a member of FAH, LLC’s board of directors from October 2015 to April 2017, and as Chief Executive Officer of Funko Holdings LLC ("FHL") and as a member of FHL’s board of directors since May 2013.

Mariotti also served as Chief Executive Officer of Funko, LLC since he acquired the business with a small group of investors in 2005.

We believe Mr.

Mariotti’s knowledge of the pop culture industry and many years of experience as our Chief Executive Officer make him well-qualified to serve as a member of our board of directors.

7 unchanged sentences

in Finance and her M.B.A., with an emphasis in International Business from San Diego State University.

Andrew Perlmutter has served as the President of Funko, Inc.

and FAH, LLC since October 2017.

Perlmutter was the Senior Vice President of Sales of FAH, LLC from June 2013 until October 2017.

Prior to joining FAH, LLC, he was a co-founder of Bottle Rocket Collective, a board and travel games company, where he oversaw product manufacturing and sales from December 2012 until December 2013.

Perlmutter received a B.A.

in Interpersonal Communications from Southern Illinois University.

Tracy Daw has served as Funko, Inc.’s Senior Vice President, General Counsel and Secretary since its formation in April 2017, and as the Senior Vice President and General Counsel of FAH, LLC since July 2016.

Tracy Daw has served as Funko, Inc.’s Chief Legal Officer and Secretary since March 2022 and as the Senior Vice President and General Counsel of FAH, LLC since July 2016.

Previously, Mr.

Daw served as Senior Vice President, General Counsel and Secretary from its formation in April 2017 to March 2022.

Daw served as the General Counsel of INRIX, Inc.

7 unchanged sentences

in Industrial and Labor Relations from Cornell University.

Charles Denson has served on the board of directors of Funko, Inc.

since its formation in April 2017, and on the board of directors of FAH, LLC since June 2016.

Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since March 2014.

From February 1979 until January 2014, Mr.

Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including, in 2001, President of the NIKE Brand, a position he held until January 2014.

Denson also serves on the board of directors of several privately held organizations.

Denson received a B.A.

in Business from Utah State University.

We believe Mr.

Denson’s extensive experience in brand building, brand management and organizational leadership in the public company context makes him well-qualified to serve as the Chairman of our board of directors.

Ken Brotman has served on the board of directors of Funko, Inc.

9 unchanged sentences

We believe Mr.

Brotman’s extensive private equity investment and company strategy and oversight experience and background with respect to acquisitions, debt financings and equity financings makes him well-qualified to serve as a member and as the chairman of our board of directors.

Gino Dellomo has served on the board of directors of Funko, Inc.

since its formation in April 2017, and on the board of directors of FAH, LLC since October 2015.

Dellomo is a Director at ACON Investments, which he joined in October 2006.

Since October 2006, he has also served on the board of directors of various ACON Investments portfolio companies.

Between 2001 and 2006, Mr.

Dellomo held various positions at various investment banks, including Deutsche Bank Securities, Inc., FBR Capital Markets & Co.

and MCG Capital Corp.

Dellomo received a B.S.

in Finance from Georgetown University.

We believe Mr.

Dellomo’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings makes him well-qualified to serve as a member of our board of directors.

Charles Denson has served on the board of directors of Funko, Inc.

since its formation in April 2017, and on the board of directors of FAH, LLC since June 2016.

Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since March 2014.

From February 1979 until January 2014, Mr.

Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including, in 2001, President of the NIKE Brand, a position he held until January 2014.

Denson also serves on the board of directors of several privately held organizations.

Denson received a B.A.

in Business from Utah State University.

We believe Mr.

Denson’s extensive experience in brand building, brand management and organizational leadership in the public company context makes him well-qualified to serve on our board of directors.

Diane Irvine has served on the board of directors of Funko, Inc.

3 unchanged sentences

Irvine served as Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc., and from September 1981 until February 1994, she worked at accounting firm Coopers & Lybrand LLP in various capacities, most recently as partner.

Irvine currently serves on the boards of directors of Casper Sleep Inc.

(on whose board she has served since August 2019), Farfetch Limited (on whose board she has served since August 2020), Yelp Inc.

Irvine currently serves on the boards of directors of Farfetch Limited (on whose board she has served since August 2020), Yelp Inc.

(on whose board she has served since November 2011), and D.A.

Davidson Companies (on whose board she has served since January 2018).

She previously served on the boards of directors of XO Group Inc.

She previously served on the boards of directors of Casper Sleep Inc.

from August 2019 to January 2022, XO Group Inc.

from November 2014 to December 21, 2018, Rightside Group Ltd.

10 unchanged sentences

Kriger is an Executive Partner at ACON Investments, which he joined in August 2017.

Kriger is also Chief Executive Officer and a director of ACON S2 Acquisition Corp., a public special purpose acquisition company.

Kriger also served as Chief Executive Officer and a director of ACON S2 Acquisition Corp., a public special purpose acquisition company, from July 2020 to October 2021.

Before that, Mr.

13 unchanged sentences

Levy was Chief Operating Officer at Nickelodeon from 2005 to 2016.

She also currently sits on the board of ACON S2 Acquisition Corp., a public special purpose acquisition company, where she serves on the Audit and Compensation Committees, and the Lucius Littauer Foundation, which makes grants in the areas of education, social welfare, health care, and Jewish studies.

She sits on the board of Lucius Littauer Foundation, which makes grants in the areas of education, social welfare, health care, and Jewish studies.

She also sat on the board of ACON S2 Acquisition Corp., a public special purpose acquisition company, from September 2020 through October 2021, where she served on the Audit and Compensation Committees.

Levy received an M.B.A.

13 unchanged sentences

from 2013 to 2018.

Since 2014, Mr.

Lunsford has served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

From 2014 to 2018, Mr.

Lunsford served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

Lunsford received an M.B.A.

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business