CORRESP Filing
MNTN, Inc.
Date: May 19, 2025 · CIK: 0001891027 · Accession: 0001104659-25-050430
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File numbers found in text: 333-285471
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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 ]