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June 3, 2024
Mark Douglas
Chief Executive Officer
MNTN, Inc.
823 Congress Avenue
#1827
Austin, TX 78768
Re:MNTN, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted May 13, 2024
CIK No. 0001891027
Dear Mark Douglas:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 21, 2023 letter.
Amendment No. 6 to Draft Registration Statement on Form S-1, Submitted May 13, 2024
Risk Factors
Risks Related to Our Legal and Regulatory Environment
We may face risks associated with any use of artificial intelligence and machine learning models,
page 37
1.We note your updated disclosure that you are now integrating artificial intelligence into
your platform development. Please clarify what form of artificial intelligence you have
integrated into your product development, as it appears from your disclosure that it is
distinct from your machine learning models, and indicate if the underlying software
is proprietary or opensource. In addition, please indicate in your Business section the

 FirstName LastNameMark Douglas
 Comapany NameMNTN, Inc.
 June 3, 2024 Page 2
 FirstName LastName
Mark Douglas
MNTN, Inc.
June 3, 2024
Page 2
products incorporating artificial intelligence in your pipeline and the stage of development
of each technology.
Principal and Selling Stockholders, page 117
2.We understand that upon the effectiveness of your registration statement, the Series D
Preferred Shares convert into common stock. To the extent that the holder, or holders, of
the 2023 Convertible Notes is a beneficial owner of more than five percent of any class of
voting securities, please disclose their ownership in accordance with Item 403 of
Regulation S-K.
General
3.We note your disclosure that in connection with the closing of your initial public
offering the 2023 Convertible Notes can be converted into Series D preferred Stock (see,
e.g., disclosure on page 10). We further note your disclosure on page 114 that "[e]ach
share of Series D Preferred Stock will automatically convert into one share of our
common stock immediately upon the closing of this offering." Please clarify whether this
means that a decision to convert the notes into preferred stock means that effectively the
notes would be converted into common stock. Please make conforming revisions, as
necessary, throughout the prospectus.

            Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ian Schuman