Funko Inc-A 2024年度报告

For the fiscal year endedDecember31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes¨No xIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes xNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes xNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer Smallerreportingcompany 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June 30, 2024, the last business day of the registrant's most recently completed second quarter, the approximate market value of the registrant's common stock held bynon-affiliates was $385.5million. As of March11, 2025, the registrant had53,887,267shares of Class A common stock outstanding and647,833shares of Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December31, 2024 are incorporated herein by reference in Part III of this Annual Report on Form 10-K. INDEX Part I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures Part II Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities60Item6.[Reserved]62Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item7A.Quantitative and Qualitative Disclosures About Market Risk83Item8.Financial Statements and Supplementary Data84Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure124Item9A.Controls and Procedures124Item9B.Other Information126Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections126 Part III Item10.Directors, Executive Officers and Corporate Governance127Item11.Executive Compensation127Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholderMatters127Item13.Certain Relationships and Related Transactions, and Director Independence128Item14.Principal Accountant Fees and Services128 Part IV Item 15.Exhibits and Financial Statement Schedules129Item 16.Form 10-K Summary133 BASIS OF PRESENTATION As used in this Annual Report on Form 10-K (this “Form 10-K”), unless the context otherwise requires, references to: •“we,” “us,” “our,” the “Company,” “Funko”and similar references refer to: Funko, Inc., and, unless otherwisestated, all of its direct and indirect subsidiaries, including FAH, LLC.•“ACON”refers to ACON Funko Investors, L.L.C., a Delaware limited liability company, and certain fundsaffiliated with ACON Funko Investors, L.L.C. (including each of the Former Equity Owners).•“ACON Sale” refers to the sale by ACON and certain of its affiliates to TCG of an aggregate of 12,520,559shares of our Class A common stock pursuant to a Stock Purchase Agreement, dated as of May 3, 2022, byand among ACON, certain affiliates of ACON and TCG.•“Continuing Equity Owners”refers