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CORRESP Filing

MNTN, Inc.
Date: May 19, 2025 · CIK: 0001891027 · Accession: 0001104659-25-050430

Offering / Registration Process

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File numbers found in text: 333-285471

Date
May 19, 2025
Author
Stanley & Co. LLC
Form
CORRESP
Company
MNTN, Inc.

Letter

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Evercore Group L.L.C.

55 E. 52nd St.

New York, New York 10055

May 19, 2025

VIA EDGAR

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services

100 F. Street, N.E. Washington, DC 20549

Attention: Scott Stringer

Lyn Shenk

Nicholas Nalbantian

Dietrich King

Re: MNTN, Inc. Registration Statement on Form S-1, as amended (File No. 333-285471)

Request for Acceleration of Effective Date

Acceleration Request

Requested Date: May 21, 2025

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), we, as representatives of the several underwriters, hereby join in the request of MNTN, Inc. (the " Company ") for acceleration of the effective date of the above-referenced registration statement (the " Registration Statement "), requesting effectiveness as of 4:00 P.M., Eastern Time, on May 21, 2025, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[ Signature page follows ]

Very truly yours,
Morgan
Stanley & Co. LLC

Show Raw Text
CORRESP
 1
 filename1.htm

 Morgan Stanley & Co. LLC

 1585 Broadway

 New York, New York 10036

 Citigroup Global Markets Inc.

 388 Greenwich Street

 New York, New York 10013

 Evercore Group L.L.C.

 55 E. 52nd St.

 New York, New York 10055

 May 19, 2025

 VIA EDGAR

 U.S. Securities and
Exchange Commission
Division of Corporation Finance
Office of Trade & Services

 100 F. Street, N.E.
Washington, DC 20549

 Attention: Scott Stringer

 Lyn Shenk

 Nicholas Nalbantian

 Dietrich King

 Re: MNTN, Inc.
Registration Statement on Form S-1, as amended (File No. 333-285471)

 Request for Acceleration
of Effective Date

 Acceleration Request

 Requested Date: May 21, 2025

 Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), we, as representatives of the several underwriters, hereby
join in the request of MNTN, Inc. (the " Company ") for acceleration of the effective date of the above-referenced registration
statement (the " Registration Statement "), requesting effectiveness as of 4:00 P.M., Eastern Time, on May 21, 2025,
or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of
the Division of Corporation Finance of the United States Securities and Exchange Commission.

 Pursuant to Rule 460 under the Securities
Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

 We, the undersigned, as representatives of the
several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature
page follows ]

 Very truly yours,

 Morgan
 Stanley & Co. LLC

 Citigroup
 Global Markets Inc.

 Evercore
 Group L.L.C.

 As representatives of the several
 underwriters listed in Schedule II of the Underwriting Agreement

 Morgan
 Stanley & Co. LLC

 By:
 /s/ Aderike Ajao

 Authorized Signatory

 Name: Aderike Ajao

 Title: Vice President

 Citigroup
 Global Markets Inc.

 By:
 /s/ Liz Milonopoulos

 Authorized Signatory

 Name: Liz Milonopoulos

 Title: Global Head, Internet Investment Banking

 Evercore
 Group L.L.C.

 By:
 /s/ Brandon Rasmusson

 Authorized Signatory

 Name: Brandon Rasmusson

 Title: Senior Managing Director

 [ Signature Page to Underwriters' Acceleration Request Letter ]