0001704711TRUE00017047112024-04-112024-04-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
April 11, 2024
Date of Report (Date of earliest event reported) 


 FUNKO, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-38274 
35-2593276
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
 
2802 Wetmore Avenue
Everett, Washington 98201
(Address of Principal Executive Offices) (Zip Code)
 
(425) 783-3616
(Registrant’s telephone number, including area code)
  
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
$0.0001 par value per share
FNKOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 pursuant to Section 13(a) of the Exchange Act.  ☐
 


Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Funko, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 12, 2024.
Item 4.01. Changes in Registrant’s Certifying Accountant.
As previously announced in the Original Form 8-K, the Audit Committee (the “Committee”) of the Board of Directors of the Company recently conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. As a result of this process, on April 11, 2024, the Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2024 (the “10-Q Filing”). On April 11, 2024, the Company notified and dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, effective upon the 10-Q Filing, and notified PwC of the Committee’s approval of engagement. The Company filed its quarterly report on Form 10-Q for the quarter ended March 31, 2024 on May 9, 2024 and, as a result, the dismissal of EY and the engagement of PwC became effective.
The reports of EY on the Company’s financial statements for each of the two fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal years ended December 31, 2022 and 2023 and in the subsequent interim period through May 9, 2024, there were no (a) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the matter in its report, or (b) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) other than as described in the Original Form 8-K.
The Company provided EY with a copy of the disclosures contained in this Form 8-K and requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements contained herein. A copy of EY’s letter, dated May 9, 2024, is filed as Exhibit 16.1 to this Form 8-K.
During the years ended December 31, 2022 and 2023 and through May 9, 2024, neither the Company nor anyone on its behalf consulted with PwC with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits:






Exhibit No.

Description
16.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2024
FUNKO, INC.
By:/s/ Tracy D. Daw

Tracy D. Daw

Chief Legal Officer and Secretary


Exhibit 16.1
May 9, 2024

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We have read Item 4.01 of Form 8-K/A dated May 9, 2024, of Funko, Inc. and are in agreement with the statements contained in first and last two sentences of the first paragraph and paragraph 2 therein, and we provide the following additional context: It is our understanding that, after Ernst & Young LLP encouraged the company to initiate a competitive proposal process, the company solicited bids from Ernst & Young LLP and other independent public accountants. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

v3.24.1.u1
Cover
Apr. 11, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Apr. 11, 2024
Entity Registrant Name FUNKO, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38274
Entity Tax Identification Number 35-2593276
Entity Address, Address Line One 2802 Wetmore Avenue
Entity Address, City or Town Everett
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98201
City Area Code 425
Local Phone Number 783-3616
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol FNKO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001704711
Amendment Flag true
Amendment Description This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Funko, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 12, 2024.
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