| Item 1. | |
| (a) | Name of issuer:
Funko, Inc. |
| (b) | Address of issuer's principal executive offices:
2802 Wetmore Avenue, Everett, Washington, 98201 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) ACON Equity GenPar, L.L.C.
(ii) ACON Funko Manager, L.L.C.
(iii) ACON Funko Investors, L.L.C.
(iv) ACON Funko Investors Holdings 1, L.L.C.
(v) ACON Funko Investors Holdings 2.5, L.L.C.
(vi) ACON Funko Investors Holdings 3.5, L.L.C.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| (b) | Address or principal business office or, if none, residence:
c/o ACON Investments, L.L.C.
1133 Connecticut Ave., NW, Suite 700
Washington, DC 20036 |
| (c) | Citizenship:
(i) ACON Equity GenPar, L.L.C.: Delaware (place of organization)
(ii) ACON Funko Manager, L.L.C.: Delaware (place of organization)
(iii) ACON Funko Investors, L.L.C.: Delaware (place of organization)
(iv) ACON Funko Investors Holdings 1, L.L.C.: Delaware (place of organization)
(v) ACON Funko Investors Holdings 2.5, L.L.C.: Delaware (place of organization)
(vi) ACON Funko Investors Holdings 3.5, L.L.C.: Delaware (place of organization) |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
361008105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
ACON Funko Manager, L.L.C. is (x) the sole manager of, and exercises voting and investment power over shares held by, ACON Funko Investors, L.L.C. and (y) the sole managing member of, and exercises voting and investment power over shares held by, ACON Funko Investors Holdings 1, L.L.C. ACON Equity GenPar, L.L.C. is the sole managing member of, and exercises voting and investment power over shares held by, each of ACON Funko Investors Holdings 2.5, L.L.C., formerly known as ACON Funko Investors Holdings 2, L.L.C. and ACON Funko Investors Holdings 3.5, L.L.C., formerly known as ACON Funko Investors Holdings 3, L.L.C. Voting and investment decisions at ACON Funko Manager, L.L.C. are made by a board of managers comprised of three or more members. Voting and investment decisions at ACON Equity GenPar, L.L.C. are made by an investment committee comprised of three or more members. Each of the members of the board of managers and investment committee, as applicable, disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. ACON Equity Management, L.L.C. advises ACON Equity GenPar, L.L.C. and ACON Funko Manager, L.L.C., though it does not exercise voting or dispositive control over the shares beneficially owned by them.
ACON Funko Investors, L.L.C. is the holder of 540,240 common units of Funko Acquisition Holdings, L.L.C. At the request of the holder, the common units may be redeemed for, at the Issuer's election, newly-issued shares of 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 Class A common stock for each common unit redeemed. This report assumes the exchange of the common units held by the Reporting Persons into shares of Class A common stock on a one-to-one basis. |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages are based on the quotient obtained by dividing (a) the aggregate number of shares of Class A common stock beneficially owned by each Reporting Person by (b) the sum of (i) 53,887,267 shares of Class A common stock outstanding as of March 11, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and filed with the SEC on March 13, 2025 and (ii) the aggregate number of common units held of record by ACON Funko Investors, L.L.C. because these common units are treated as converted into Class A common stock for the purpose of this report. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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