Funko Inc

Limitations on Effectiveness of Disclosure Controls and Procedures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded, based on its evaluation as of September 30, 2024, that our “disclosure controls and procedures” (as such term is defined in Rules 13a–15(e) and 15d–15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), were not effective at the reasonable assurance level as of such date because of the material weaknesses in our internal control over financial reporting previously described in Item 9A. “Controls and Procedures” of our 2023 Annual Report on Form 10-K.

Remediation Efforts to Address the Material Weaknesses

During fiscal 2024, with the oversight of the Audit Committee of the Board of Directors, management has been executing and remains committed to implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented and operating effectively. The following remediation actions have been taken or are currently being taken and remain in process:

•Information and communication - Throughout the first three quarters of 2024, including the three months ended September 30, 2024, for certain systems, including the US enterprise resource planning system, we redesigned, enhanced and implemented controls that (a) require review, approval and periodic re-evaluation of user access privileges and the business purpose for allowing access for each authorized user to address segregation of duties and (b) require review and approval of changes to key financial information technology systems and reports utilized in the performance of internal controls used in financial reporting.

•Control activities - Throughout the first three quarters of 2024, including the three months ended September 30, 2024, we redesigned, enhanced and implemented control activities for the majority of significant accounts, including formalizing policies related to the retention of evidence to support the execution of control activities. Additionally, we have conducted trainings across the organization to reinforce the awareness of and need for compliance with the document retention policies.

•Monitoring - We have hired and trained, and will continue to hire, key personnel which has allowed for the implementation of more timely and thorough monitoring activities to ascertain whether the components of internal controls are present and functioning. Additionally, we have utilized the SOX Steering Committee to monitor the effectiveness of our internal controls and communicate the importance of internal controls, and to report regularly to the Company’s Audit Committee.

Where newly designed or enhanced control activities have been designed and implemented, we have commenced testing the operating effectiveness of the controls, which we plan to continue through the fourth quarter of 2024.

While the material weaknesses previously disclosed have not yet been remediated as of September 30, 2024, management is devoting substantial resources to the ongoing remediation efforts. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of the remediation measures described above. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.

Changes in Internal Control over Financial Reporting

The above described changes in our internal control over financial reporting during the quarter ended September 30, 2024, materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.