As filed with the Securities and Exchange Commission on April 19, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FUNKO, INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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35-2593276
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2802 Wetmore Avenue
Everett, Washington 98201
(425)
783-3616
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Tracy D. Daw
Senior
Vice President, General Counsel and Secretary
2802 Wetmore Avenue
Everett, Washington 98201
Telephone: (425)
783-3616
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc
D. Jaffe, Esq.
Ian D. Schuman, Esq.
Benjamin J. Cohen, Esq.
Latham & Watkins LLP
885 Third Avenue
New
York, NY 10022
Telephone: (212)
906-1200
Fax: (212)
751-4864
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
registered/proposed
maximum offering price
per unit/proposed
maximum aggregate
offering price
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Amount of
registration fee
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Primary Offering:
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Class A Common Stock
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(1)(2)
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Preferred Stock
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(1)(2)
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Debt Securities
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(1)
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Warrants
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(1)
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Purchase Contracts
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(1)
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Units
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(1)
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Total Primary Offering
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$100,000,000
(3)
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$12,120
(4)
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Secondary Offering:
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Class A Common Stock
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31,934,185
(5)
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$73,422
(6)
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Total Registration Fee
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$85,542
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(1)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Class A common stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are
convertible into shares of Class A common stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.
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(2)
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Includes rights to acquire Class A common stock or preferred stock of the Company under any shareholder
rights plan then in effect, if applicable under the terms of any such plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee. No separate consideration will be
received for shares of Class A common stock that are issued upon conversion of debt securities or preferred stock or upon exercise of Class A common stock warrants registered hereunder. The aggregate maximum offering price of all
securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000.
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(4)
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With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended.
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(5)
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Includes shares of Class A common stock issuable upon the exchange of common units of Funko Acquisition
Holdings, L.L.C. (FAH, LLC) for an equivalent number of shares of Class A common stock (and, except where the common units so exchanged were issued upon the exercise of options or issued subject to certain time-based vesting
requirements, the cancellation of shares of Class B common stock on a
one-for-one
basis with the number of common units so exchanged).
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(6)
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With respect to the secondary offering, the registration fee has been calculated in accordance with Rule 457(c)
under the Securities Act of 1933, as amended, based on the average high and low prices reported for the registrants Class A common stock on April 18, 2019.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.