What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-01 · 82 added, 90 removed, 199 unchanged (46% of the section changed)

4 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”).

Based on this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective due to the existence of material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We previously disclosed material weaknesses in our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022.

Below represents our further assessment of those identified material weaknesses in internal control over financial reporting as of December 31, 2022.

In connection with our preparation of this Annual Report on Form 10-K, management identified additional deficiencies that individually and in the aggregate represent material weaknesses in our internal control over financial reporting.

Specifically, management failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve control objectives, and identifying and assessing changes in the business that could impact the system of internal controls.

This material weakness contributed to our previously identified material weaknesses as well as additional material weaknesses related to the failure to design and/or fully implement controls supporting other key principles related to the following components of the COSO framework, including:

Previously Disclosed Material Weaknesses

We previously disclosed the following material weaknesses within our 2022 Annual Report on Form 10-K:

• Risk Assessment – we failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve control objectives, and identifying and assessing changes in the business that could impact the system of internal controls.

• Control Activities – we failed to design and implement certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts.

2 unchanged sentences

• Monitoring – as a result of the material weaknesses described above, we failed to design and implement certain monitoring activities to ascertain whether the components of internal control are present and functioning.

During fiscal year 2023, with the oversight of the Audit Committee of the Board of Directors, the Company continued remediation activities to address the material weaknesses existing as of December 31, 2022.

With respect to the material weakness related to Risk Assessment, the following remediation actions were taken, which remediated the previously identified material weakness as of December 31, 2023, including:

• the performance of scoping and risk assessment processes to identify and analyze risks across the various levels of the Company;

• utilization of the SOX Steering Committee to identify and analyze risks, communicate and emphasize the importance of internal controls, and to report regularly to the Company’s Audit Committee.

With respect to the material weakness related to Information and Communication, the following remediation actions were taken, which significantly reduced the scope of the previously identified material weakness as of December 31, 2023, including:

• for all systems, except for the US Enterprise Resource Planning software (“ERP”), and systems related to our digital collectibles business, GITCs that review, approve, and periodically re-evaluate the user access privileges for system users and the business purpose for allowing access for each authorized user to address segregation of duties were designed and implemented;

• for the Company’s UK ERP, GITCs supporting change management, user access and segregation of duties were designed and implemented.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective due to the existence of material weaknesses described below.

The following previously identified material weaknesses remain unremediated as of December 31, 2023:

• Information and Communication – we have not completed the design and operation of GITCs, supporting change management, user access and segregation of duties controls within our US ERP and systems related to our digital collectibles business.

Additionally, we were unable to effectively design and operate GITCs supporting change management within systems utilized by the Company in its financial reporting, other than our UK ERP.

• Control Activities – we have not completed the design and implementation of certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts.

• Monitoring – as a result of the material weaknesses described above, we have not completed the design and operation of certain monitoring activities to ascertain whether the components of internal control are present and functioning.

Although we have undertaken remediation efforts to enhance our monitoring activities, we will not consider that material weakness to be remediated until the material weakness related to control activities is fully remediated, and until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 9A.

Remediation Efforts to Address Material Weaknesses

We are continuing to evaluate the material weaknesses discussed above and are in process of executing the plans to remediate these material weaknesses.

We have engaged with a third-party to assist us in our remediation plans and activities, have established a management level SOX Steering Committee, and our remediation efforts will continue throughout 2023.

However, we cannot provide assurance as to when our remediation measures will be complete, and the material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We expect our remediation plan to include, among other things:

• performing a rigorous scoping and risk assessment process to identify and analyze risk across the various levels of the Company;

• utilizing the SOX Steering Committee to identify and analyze risks, communicate and emphasize the importance of internal control, and to report regularly to the Company’s Audit Committee;

• enhancing the design of control activities to operate at a level of precision to identify all potentially material errors, and training control owners to improve required retention of documentation evidencing their operation;

• designing and implementing controls that review, approve, and periodically re-evaluate the user access privileges for all system users and the business purpose for allowing access for each authorized user to address segregation of duties;

• designing and implementing controls that require review and approval of changes to key financial information technology systems and reports utilized in the performance of internal controls used in financial reporting;

• investing in training and hiring personnel with appropriate expertise to plan and perform more timely and thorough monitoring activities for internal controls over financial reporting.

Ongoing Remediation Efforts to Address Material Weaknesses

We have engaged a third-party to assist us in our remediation plans and activities, including designing and implementing certain control activities.

The following remediation activities are ongoing to remediate the remaining previously reported material weaknesses:

• enhancing the design of GITCs within our US ERP;

• enhancing the design of GITCs supporting change management, within certain systems, other than our UK ERP;

• determining if additional investments are needed to upgrade or enhance existing systems which may not have the appropriate infrastructure to meet the requirements of our internal control framework;

• enhancing the design of control activities and evaluating the operating effectiveness of control activities to address risks and operate at a level of precision to identify all potentially material errors;

• conducting trainings across the organization to enforce policies for the retention of sufficient evidence of the performance of control activities;

• monitoring the effectiveness of our internal controls and continued progress towards remediation status;

• adding resources with appropriate expertise to plan and perform more timely and thorough monitoring activities for internal control over financial reporting.

Our remediation efforts will continue throughout 2024;

however, we cannot provide assurance as to when our remediation activities will be complete.

The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

Except for the identification of the material weaknesses described above and related remediation efforts to date, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except for the remediation of the material weakness described above and other remediation efforts to date, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

To the Shareholders and the Board of Directors of Funko, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Funko, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commissions (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Funko, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Funko, Inc.

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses related to the risk assessment;

control activities;

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness related to the control activities;

information and communication;

1 unchanged sentence

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated March 1, 2023, which expressed an unqualified opinion thereon.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated March 7, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

Appointment of Chief Financial Officer and Chief Operating Officer

On February 27, 2023, the Board appointed Steve Nave as Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) of the Company, effective immediately (the “Effective Date”).

As previously disclosed, the Company had been undertaking a search for the Company’s next Chief Financial Officer.

Nave succeeded Scott Yessner, the Company’s Interim Chief Financial Officer, as principal financial officer and principal accounting officer of the Company as of the Effective Date.

Nave will also serve as the Company’s principal operating officer.

Nave’s biography appears under “Information about our Executive Officers and Board of Directors” at the end of Part I, Item 1, “Business” herein and is incorporated herein by reference.

In connection with Mr.

Nave’s appointment, the Company entered into an employment agreement with Mr.

Nave (the “Employment Agreement”), effective as of February 27, 2023.

Pursuant to the Employment Agreement, Mr.

Nave will be entitled to receive an annual base salary of $750,000.

Nave will also be eligible for an annual performance-based bonus ranging from 0% of his annual base salary to a maximum payout level established by the Board in its discretion of up to 150% of his annual base salary, with a target bonus opportunity of 75% of his annual base salary.

In the event of a qualifying termination, Mr.

Nave will be entitled to receive certain severance benefits under the Employment Agreement, subject his execution and non-revocation of a release of claims.

Under the Employment Agreement, Mr.

Nave will be subject to a twelve-month post-termination non-compete covenant (or six months if Mr.

Nave’s employment is terminated without “cause” or for “good reason” (as defined in the Employment Agreement)), a twenty-four month post-termination non-solicit covenant and perpetual confidentiality and non-disparagement covenants.

In addition, the Company intends to grant Mr.

Nave an initial equity award consisting of an option (“Option”) to purchase 58,600 shares of the Company’s Class A common stock, 23,438 performance stock units (“PSUs”) and 46,875 restricted stock units (“RSUs”) under the Company’s 2019 Incentive Award Plan and customary forms of award agreement.

The stock option award shall vest with respect to 25% of such shares underlying the option on the one-year anniversary of the vesting commencement date with the remaining 75% of such stock options vesting in thirty-six equal and cumulative installments on each monthly anniversary thereafter.

The performance stock unit award shall be eligible to be earned and vest consistent with the performance criteria established for performance stock unit awards granted to the Company’s other executive officers.

The restricted stock unit award shall vest with respect to 25% of such restricted stock units on each of the first four anniversaries of the vesting commencement date.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Employment Agreement, a copy of which is attached hereto as Exhibit 10.35 and incorporated herein by reference.

Amendment to Credit Agreement

On February 28, 2023, Funko Acquisition Holdings, L.L.C., a Delaware limited liability company and certain of its material domestic subsidiaries entered into Amendment No.

3 (the “Third Amendment”) to the New Credit Agreement.

The Third Amendment amended and modified the New Credit Agreement to, among other things, (i) modify the financial covenants under the New Credit Agreement for the period beginning on the date of the Third Amendment through the fiscal quarter ending December 31, 2023 (the “Waiver Period”), (ii) reduce the size of the New Revolving Credit Facility from $215.0 million to $180.0 million as of the date of the Third Amendment and thereafter to $150.0 million on December 31, 2023, which reduction shall be permanent after the Waiver Period, (iii) restrict the ability to draw on the New Revolving Credit Facility during the Waiver Period in excess of the amount outstanding on the date of the Third Amendment, (iv) increase the margin payable under the Credit Facilities during the Waiver Period to (a) 4.00% per annum with respect to any Term Benchmark Loan or RFR Loan (as defined in the New Credit Agreement), and (b) 3.00% per annum with respect to any Canadian Prime Loan or ABR Loan (as defined in the New Credit Agreement), (iv) allow that any calculation of Consolidated EBITDA (as defined in the New Credit Agreement) that includes the fiscal quarters during the Waiver Period may include certain agreed upon amounts for certain addbacks, (v) further limit our ability to make certain restricted payments, including the ability to pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests, incur additional indebtedness, incur additional liens, enter into sale and leaseback transactions or issue additional equity interests or securities convertible into or exchange for equity interests (other than the issuance of common stock) during the Waiver Period, (vi) require a minimum cash requirement of at least $10.0 million and (vii) require a mandatory prepayment of the New Revolving Credit Facility during the Waiver Period with any cash proceeds in excess of $25.0 million.

Following the Waiver Period, beginning in the fiscal quarter ended March 31, 2024, the Third Amendment resets the maximum Net Leverage Ratio and the minimum Fixed Charge Coverage Ratio that must be maintained by the Credit Agreement Parties to 2.50:1.00 and 1.25:1.00, respectively, which were the ratios in effect under the New Credit Agreement prior to the Third Amendment.

Capitalized terms used herein and not otherwise defined are as defined in the Third Amendment.

This description of the Third Amendment does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.23 to this Annual Report on Form 10-K and incorporated herein by reference.

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

7 unchanged sentences

Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding our executive officers and directors is provided in Item 1 of this Annual Report on Form 10-K under the caption “Information about our Executive Officers and Board of Directors,” and will also appear in our definitive proxy statement for our 2024 Annual Meeting of Stockholders.

The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

The remaining information required by this item will be included under the headings “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by Items 402, 407(e)(4), and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this item will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

5 unchanged sentences

Restricted Stock Units 1,848,323 — —

Performance Stock Units 67,481 — —

Performance Stock Units (based on target performance) 113,114 — —

Equity compensation plans not approved by security holders — — —

1 unchanged sentence

(1) Includes 1,206,560 shares of Class A common stock available for issuance under our 2017 Incentive Award Plan and 3,706,144 shares of Class A common stock available for issuance under our 2019 Incentive Award Plan.

The number of shares authorized under our 2019 Incentive Award Plan will increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2% of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our Board of Directors.

The remaining information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

The number of shares authorized under our 2019 Incentive Award Plan increases on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2% of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our board of directors.

The remaining information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this item will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 9(e) of Schedule 14A of the Exchange Act will be included under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this item will be included under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

4.1 11/7/2017

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Funko, Inc.

10-Q 001-38274 3.2 8/3/2023

3.3 Amended and Restated Bylaws of Funko, Inc.

4.2 11/7/2017

8-K 001-38274 3.1 12/26/2023

4.1 Specimen Stock Certificate evidencing the shares of Class A common stock

14 unchanged sentences

10.5 3/19/2018

E mployment Agreement, dated January 3, 2022, between the Company and Brian Mariotti.

Employment Agreement, dated January 3, 2022, between the Company and Brian Mariotti.

8-K 001-38274 10.2 1/7/2022

1 unchanged sentence

8-K 001-38274 10.3 12/9/2022

Employment Agreement, dated October 20, 2017, by and between Funko, Inc.

and Tracy Daw.

10-K 001-38274 10.10 3/19/2018

Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter.

Letter between the Company and Brian Mariotti, dated July 13, 2023

8-K 001-38274 10.2 7/18/2023

1 unchanged sentence

Incorporated by Reference

Advisor Agreement, by and between the Company and Brian Mariotti, dated September 1, 2023

8-K 001-38274 10.1 9/1/2023

Amended and Restated Employment Agreement, dated April 19, 2023, by and between the Company and Tracy Daw.

10-Q 001-38274 10.3 5/4/2023

Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter.

8-K 001-38274 10.1 1/7/2022

Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated as of December 5, 2022.

8-K 001-38274 10.2 12/9/2022

Second Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated August 15, 2023.

8-K 001-38274 10.1 8/15/2023

Form of Indemnification Agreement for Directors and Officers.

21 unchanged sentences

10-Q 001-38724 10.3 5/5/2022

Exhibit Description

Incorporated by Reference

10.23 Credit Agreement dated September 17, 2021, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC and Funko Games, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and each other financial institution from time to time party thereto.

4 unchanged sentences

10-Q 001-38274 10.1 5/5/2022

Exhibit Description

Incorporated by Reference

10.25 Amendment No.

5 unchanged sentences

as administrative agent .

10.24† Transition and Release of Claims Agreements, by and between the Company and Jennifer Fall Jung, dated as of December 5, 2022.

10-K 001-38274 10.23 3/1/2023

26 unchanged sentences

2019 Incentive Award Plan

10-K 001-38274 10.33 3/1/2023

10.36 † Form of Performance Stock Unit Award Agreement for UK Employees under the Funko, Inc.

2019 Incentive Award Plan

10-K 001-38274 10.34 3/1/2023

Exhibit Description

Incorporated by Reference

10.37 † Employment Agreement, by and between the Company and Steve Nave, dated February 27, 2023.

10-K 001-38274 10.35 3/1/2023

10.38 † Letter between the Company and Michael Lunsford, dated July 13, 2023

8-K 001-38274 10.1 7/18/2023

21.1 List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

Exhibit Description

Incorporated by Reference

31.1 Certification of Interim Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.

32.1 Certification of Interim Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Policy for Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

11 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FUNKO, INC.(Registrant)

March 7, 2024 By:

3 unchanged sentences

Signature Title Date

/s/ Brian Mariotti Chief Executive Officer and Director

/s/ Michael Lunsford Interim Chief Executive Officer and Director

(Principal Executive Officer) March 7, 2024

Brian Mariotti

Michael Lunsford

/s/ Steve Nave Chief Financial Officer and Chief Operating Officer

(Principal Financial and Accounting Officer) March 7, 2024

/s/ Andrew Perlmutter

President and Director March 1, 2023

/s/ Andrew Perlmutter President and Director March 7, 2024

Andrew Perlmutter

1 unchanged sentence

Charles Denson

/s/ Trevor Edwards Director March 7, 2024

Trevor Edwards

/s/ Diane Irvine Director March 7, 2024

/s/ Jesse Jacobs Director March 7, 2024

/s/ Michael Kerns Director March 7, 2024

Michael Kerns

/s/ Sarah Kirshbaum Levy Director March 7, 2024

Sarah Kirshbaum Levy

/s/ Michael Lunsford Director March 1, 2023

Michael Lunsford

/s/ Jesse Jacobs Director March 1, 2023

/s/ Richard Paul Director March 1, 2023

/s/ Trevor Edwards Director March 1, 2023

Trevor Edwards

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 9A. Controls and Procedures