October 30, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Funko, Inc. |
Registration Statement on FormS-1 (RegistrationNo. 333-220856) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of Funko, Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on FormS-1 (FileNo. 333-220856) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s Class A common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m. Washington, D.C. time, on November 1, 2017, or as soon thereafter as practicable. The undersigned, as Representatives of the underwriters, confirm that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated October 23, 2017, was distributed by the underwriters approximately as follows from October 23, 2017 through the date hereof:
Copies to underwriters | 2,838 | |||
Copies to dealers | 1,535 | |||
Copies to institutional investors | 2,149 | |||
Copies to others/retail | — | |||
Total | 6,522 |
The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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Very truly yours, | ||
Goldman Sachs & Co. LLC | ||
J.P. Morgan Securities LLC | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
As representatives of the several underwriters | ||
By: | Goldman Sachs & Co. LLC | |
By: | /s/ Gabe Gelman | |
Name: | Gabe Gelman | |
Title: | Managing Director | |
By: | J.P. Morgan Securities LLC | |
By: | /s/ Jason Fournier | |
Name: | Jason Fournier | |
Title: | Managing Director | |
By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
By: | /s/ Roger C. Matthews Jr. | |
Name: | Roger C. Matthews Jr. | |
Title: | Managing Director |