SEC Form SC 13G/A filed by Funko Inc. (Amendment)
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FUNKO, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
361008105
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Names of Reporting Persons. Working Capital Partners, Ltd.
I.R.S. Identification Nos. of above persons (entities only) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
3,819,001 shares Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
3,819,001 shares Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,819,001 shares Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
Not applicable. | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
7.6% Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| 1 |
Names of Reporting Persons. High Street Partners, Ltd.
I.R.S. Identification Nos. of above persons (entities only) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
3,310,837 shares Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
3,310,837 shares Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,310,837 shares Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
Not applicable. | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
6.6% Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
OO | |||||
| 1 |
Names of Reporting Persons. Working Capital Advisors (UK) Ltd.
I.R.S. Identification Nos. of above persons (entities only) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
United Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
7,129,838 shares Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
7,129,838 shares Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,129,838 shares Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
Not applicable. | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
14.1% Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
FI (Non-US Institution) | |||||
| 1 |
Names of Reporting Persons. Working Capital Management Pte. Ltd.
I.R.S. Identification Nos. of above persons (entities only) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
7,129,838 shares Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
7,129,838 shares Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,129,838 shares Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
Not applicable. | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
14.1% Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
FI (Non-US Institution) | |||||
| 1 |
Names of Reporting Persons. Kenneth Chan
I.R.S. Identification Nos. of above persons (entities only) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization.
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 shares | ||||
| 6 | Shared Voting Power
7,129,838 shares Refer to Item 4 below. | |||||
| 7 | Sole Dispositive Power
0 shares | |||||
| 8 | Shared Dispositive Power
7,129,838 shares Refer to Item 4 below. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,129,838 shares Refer to Item 4 below. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
Not applicable. | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
14.1% Refer to Item 4 below. | |||||
| 12 | Type of Reporting Person (See Instructions)
IN | |||||
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 Amendment No. 2 to the Schedule 13G is being filed by Working Capital Partners, Ltd. (“Working Capital Fund”), High Street Partners, Ltd. (“High Street” and together with Working Capital Fund, the “Private Funds”), Working Capital Advisors (UK) Ltd. (the “Investment Manager”), Working Capital Management Pte. Ltd. (the “Parent Company”), and Kenneth Chan, who are collectively referred to as the “Reporting Persons.” Kenneth Chan is the sole owner of the Parent Company. The Parent Company is the sole owner of the Investment Manager. The Investment Manager serves as the investment manager to the Private Funds. The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 18, 2023, a copy of which was filed with Amendment No. 1 to the Schedule 13G filed by the Reporting Persons as Exhibit 99.1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b) Address of Principal Business Office or, if none, Residence
The principal business office of the Reporting Persons with respect to the shares reported hereunder is:
Queripel House
Unit 2
1 Duke of York Square
London SW3 4LY
United Kingdom
(c) Citizenship
Working Capital Partners, Ltd. – Cayman Islands
High Street Partners, Ltd. – Cayman Islands
Working Capital Advisors (UK) Ltd. – United Kingdom
Working Capital Management Pte. Ltd. – Singapore
Kenneth Chan – Singapore citizen
(d) Title of Class of Securities
Class A Common Stock
(e) CUSIP Number
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); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership** |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned **
Working Capital Partners, Ltd. – 3,819,001 shares
High Street Partners, Ltd. – 3,310,837 shares
Working Capital Advisors (UK) Ltd. – 7,129,838 shares
Working Capital Management Pte. Ltd. – 7,129,838 shares
Kenneth Chan – 7,129,838 shares
(b) Percent of Class**
Working Capital Partners, Ltd. – 7.6%
High Street Partners, Ltd. – 6.6%
Working Capital Advisors (UK) Ltd. – 14.1%
Working Capital Management Pte. Ltd. – 14.1%
Kenneth Chan – 14.1%
(c) Number of shares as to which such person has:**
(i) sole power to vote or to direct the vote
Working Capital Partners, Ltd. – 0 shares
High Street Partners, Ltd. – 0 shares
Working Capital Advisors (UK) Ltd. – 0 shares
Working Capital Management Pte. Ltd. – 0 shares
Kenneth Chan – 0 shares
(ii) shared power to vote or to direct the vote
Working Capital Partners, Ltd. – 3,819,001 shares
High Street Partners, Ltd. – 3,310,837 shares
Working Capital Advisors (UK) Ltd. – 7,129,838 shares
Working Capital Management Pte. Ltd. – 7,129,838 shares
Kenneth Chan – 7,129,838 shares
(iii) Sole power to dispose or to direct the disposition of
Working Capital Partners, Ltd. – 0 shares
High Street Partners, Ltd. – 0 shares
Working Capital Advisors (UK) Ltd. – 0 shares
Working Capital Management Pte. Ltd. – 0 shares
Kenneth Chan – 0 shares
(iv) shared power to dispose or to direct the disposition of
Working Capital Partners, Ltd. – 3,819,001 shares
High Street Partners, Ltd. – 3,310,837 shares
Working Capital Advisors (UK) Ltd. – 7,129,838 shares
Working Capital Management Pte. Ltd. – 7,129,838 shares
Kenneth Chan – 7,129,838 shares
| ** | Shares reported herein for the Investment Manager, the Parent Company and Kenneth Chan represent Class A Common Stock beneficially owned and held of record by the Private Funds for which the Investment Manager serves as the investment manager. The Parent Company is the sole owner of the Investment Manager. Kenneth Chan is the sole owner of the Parent Company. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2024
| WORKING CAPITAL PARTNERS, LTD. | ||
| By: | /s/ Wai Keng Kwok | |
| Wai Keng Kwok | ||
| Director | ||
| HIGH STREET PARTNERS, LTD. | ||
| By: | /s/ Wai Keng Kwok | |
| Wai Keng Kwok | ||
| Director | ||
| WORKING CAPITAL ADVISORS (UK) LTD. | ||
| By: | /s/ Wai Keng Kwok | |
| Wai Keng Kwok | ||
| Director | ||
| WORKING CAPITAL MANAGEMENT PTE. LTD. | ||
| By: | /s/ Wai Keng Kwok | |
| Wai Keng Kwok | ||
| Director | ||
| KENNETH CHAN | ||
| By: | /s/ Kenneth Chan | |