SecProbe.io

CORRESP
 1
 filename1.htm

 1271 Avenue of the Americas
 New York, New York 10020-1401
 Tel: +1.212.906.1200 Fax: +1.212.751.4864
 www.lw.com

May 21, 2025

 FIRM / AFFILIATE OFFICES

 Austin
 Milan

 Beijing
 Munich

 Boston
 New York

 Brussels
 Orange County

 Century City
 Paris

 Chicago
 Riyadh

 Dubai
 San Diego

 Düsseldorf
 San Francisco

 Frankfurt
 Seoul

 Hamburg
 Silicon Valley

 Hong Kong
 Singapore

 Houston
 Tel Aviv

 London
 Tokyo

 Los Angeles
 Washington, D.C.

 Madrid

 VIA EDGAR AND FEDEX HAND DELIVERY

 United States Securities and Exchange Commission
Division of Corporation Finance

 Office of Trade & Services
100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:
 Scott Stringer

 Lyn Shenk

 Nicholas Nalbantian

 Dietrich King

 Re:
 MNTN, Inc.

 Amendment No. 3 to Registration Statement on Form S-1

 Filed May 14, 2025

 File No. 333-285471

 Ladies and Gentlemen:

 On behalf of MNTN, Inc. (the " Company "),
we submit this letter in connection with the filing of Amendment No. 4 to the Registration Statement on Form S-1 (the " Registration
Statement "), which reflects the Company's responses to the comment letter received by the Company on May 20,
2025 from the staff of the Securities and Exchange Commission (the " Staff ") regarding Amendment No. 3 to
the Registration Statement, as well as certain other changes.

 For ease of review, we have set forth below each
comment in your letter in bold type followed by the Company's response thereto. Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Registration Statement, and all references to page numbers in such responses are
to page numbers in the Registration Statement.

 May 21, 2025

 Page 2

 Amendment No.3 to Registration Statement on Form S-1

 Summary Historical Consolidated Financial and Other Data, page 16

 1. Please explain to us how you calculated your pro forma net loss per share and weighted average shares of common stock used to compute
pro forma net loss per share. Please note the weighted average number of shares outstanding during the period should be adjusted to give
effect to any shares that have been or will be issued to consummate the transaction as if the shares were outstanding as of the beginning
of the period presented.

 Response :
The Company respectfully acknowledges the Staff's comment and has set forth below in tabular format the Company's calculations
of pro forma net loss per share and the weighted average shares of common stock used to compute pro forma net loss per share. The Company
has updated its disclosure on page 16.

 (In thousands,
 except share and per share data)
 Three Months
 Ended March 31,
 2025
 Year Ended
 December 31, 2024

 Numerator:

 Net loss attributable to common stockholders
 $ (21,111 )
 $ (32,877 )

 Pro forma adjustment to reverse fair value adjustment of Series D warrant liabilities
 $ (50 )
 $ 756

 Pro forma adjustment to reverse fair value adjustment of embedded derivative liabilities
 $ 16,574
 $ 16,004

 Pro forma adjustment to reverse interest expense and accretion of debt discount for convertible notes
 $ 1,646
 $ 8,815

 Net loss used in computing pro forma net loss per share attributable to common stockholders
 $ (2,941 )
 $ (7,302 )

 Denominator:

 Weighted-average common shares outstanding attributable to common stockholders
 15,024,100
 13,813,436

 Pro forma adjustment to reflect assumed conversion of convertible preferred stock to common stock
 41,994,022
 41,994,022

 Pro forma adjustment to reflect assumed conversion of convertible notes to common stock
 5,791,826
 5,791,826

 Weighted-average common shares outstanding for pro forma basic and diluted net loss per share
 62,809,948
 61,599,284

 Pro forma net loss per share attributable to common stockholders - basic and diluted
 $ (0.05 )
 $ (0.12 )

 2. Please explain in detail how total assets as adjusted and as further adjusted were calculated.

 Response :
The Company respectfully acknowledges the Staff's comment and has set forth below in tabular format the Company's calculations
of as adjusted and as further adjusted total assets. The Company has updated its disclosure on page 17.

 May 21, 2025

 Page 3

 (In thousands)
 As of March 31, 2025

 Total assets (actual)
 $ 247,813

 Anticipated cash to be paid to convertible note holders
 $ (37,169 )

 Total assets as adjusted
 $ 210,644

 Anticipated cash to be received from the offering
 $ 109,195

 Total as further adjusted assets
 $ 319,839

 * * *

 We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at (212) 906-1669 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Brittany D. Ruiz

 Brittany D. Ruiz

 of LATHAM & WATKINS LLP

 cc: (via email)

 Mark Douglas, Chief Executive
Officer, MNTN, Inc.

 Patrick A. Pohlen, Chief
Financial Officer, MNTN, Inc.

 Ian D. Schuman, Latham &
Watkins LLP

 Sandy Kugbei, Latham &
Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Mark Douglas
Chief Executive Officer
MNTN, Inc.
823 Congress Avenue
#1827
Austin, TX 78768

 Re: MNTN, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 14, 202
 File No. 333-285471
Dear Mark Douglas:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our December 9,
2024 letter.

Amendment No.3 to Registration Statement on Form S-1
Summary Historical Consolidated Financial and Other Data, page 16

1. Please explain to us how you calculated your pro forma net loss per
share and
 weighted average shares of common stock used to compute pro forma net
loss per
 share. Please note the weighted average number of shares outstanding
during the
 period should be adjusted to give effect to any shares that have been or
will be issued
 to consummate the transaction as if the shares were outstanding as of
the beginning of
 the period presented.
2. Please explain in detail how total assets as adjusted and as further
adjusted were
 calculated.
 May 20, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

CORRESP
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 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 ]

CORRESP
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 filename1.htm

 MNTN, Inc.

 823 Congress Avenue, #1827

 Austin, Texas 78768

 May 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549-6010

 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

 To the addressees set forth above:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, MNTN, Inc. (the " Company ") hereby requests acceleration of the
effective date of the above-referenced Registration Statement on Form S-1, as amended (File No. 333-285471) (the " Registration
Statement "). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on May 21, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by
telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the " Commission ").
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP,
by calling Brittany D. Ruiz at (212) 906-1669.

 We understand that the staff
of the Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding
the foregoing, please contact Brittany D. Ruiz of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

 Sincerely,

 MNTN, Inc.

 By:
 /s/ Mark Douglas

 Name:
 Mark Douglas

 Title:
 Chief Executive Officer

 cc: Patrick A. Pohlen, Chief Financial Officer, MNTN, Inc.

 Ian D. Schuman, Esq., Latham & Watkins
LLP

 Brittany D. Ruiz, Esq., Latham & Watkins
LLP

 Ran Ben-Tzur, Esq., Fenwick & West
LLP

 Ryan Mitteness, Esq., Fenwick & West
LLP

December 9, 2024
Mark Douglas
Chief Executive Officer
MNTN, Inc.
823 Congress Avenue
#1827
Austin, TX 78768
Re:MNTN, Inc.
Amendment No. 8 to Draft Registration Statement on Form S-1
Submitted November 27, 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 3, 2024 letter.
Amendment No. 8 to Draft Regsitration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Valuation of Goodwill and Intangibles, page 85
Please provide information for investors to assess the probability of future goodwill
impairment charges. For example, please disclose whether your reporting unit is
at risk of failing the quantitative impairment test or that the fair value is substantially
in excess of carrying value and is not at risk of failing. If your reporting unit is
at risk of failing, you should disclose:1.

December 9, 2024
Page 2

• the percentage by which fair value exceeded carrying value at the date of the most
recent test;
• a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;
• a discussion of the degree of uncertainty associated with the assumptions; and
• a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
            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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
June 6, 2023
Mark Douglas
Chief Executive Officer
MNTN, Inc.
823 Congress Avenue
#1827
Austin, TX 78768
Re:MNTN, Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted May 12, 2023
CIK No. 0001891027
Dear Mark Douglas:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form S-1 Submitted May 12, 2023
Prospectus Summary
Competitive Strengths
Business Model Allows for High Growth and Profitability, page 5
1.Please revise the profitability aspect of the heading for this paragraph, as well as the
related disclosure, to take into account that in recent fiscal years your performance has
trended away from, rather than toward, achieving profitability. In this regard, we note
your net income/loss results for the fiscal years ended December 31, 2020, 2021 and 2022.
Please make conforming revisions in the business section.

 FirstName LastNameMark Douglas
 Comapany NameMNTN, Inc.
 June 6, 2023 Page 2
 FirstName LastName
Mark Douglas
MNTN, Inc.
June 6, 2023
Page 2
Capitalization, page 57
2.Please explain why you did not include the short-term note payable balance of $38,956 as
of December 31, 2022, as part of your indebtedness or revise accordingly.
            You may 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

United States securities and exchange commission logo
June 8, 2022
Mark Douglas
Chief Executive Officer
MNTN Digital, Inc.
201 W. 5th Street, 11th Floor
Austin, TX 78701
Re:MNTN Digital, Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted May 18, 2022
CIK No. 0001891027
Dear Mr. Douglas:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1 submitted May 18, 2022
Dilution, page 60
1.Please explain how you calculated your historical net tangible book value as of March 31,
2022, of $(86.8) million.
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. Intangible Assets and Goodwill, page F-14
2.Please explain why your estimated aggregate amortization expense of intangible assets is
not equal to the net carrying value of intangibles.

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 June 8, 2022 Page 2
 FirstName LastName
Mark Douglas
MNTN Digital, Inc.
June 8, 2022
Page 2

            You may 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 Stacey Peikin at 202-551-6223 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
April 7, 2022
Mark Douglas
Chief Executive Officer
MNTN Digital, Inc.
201 W. 5th Street, 11th Floor
Austin, TX 78701
Re:MNTN Digital, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted March 29, 2022
CIK No. 0001891027
Dear Mr. Douglas:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted March 29, 2022
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information for the Quickframe
Acquisition, page 62
1.We note adjustment 4.c removes $4.4 million of non-recurring costs directly related to the
Transaction.  In accordance with amendments adopted in our Release No. 33-10786, non-
recurring transaction costs must be presented to depict the transaction in accordance with
GAAP and, therefore, remain in the pro forma statement of operations.   Reference is also
made to Rule 11- 02(a)(6)(i) and (11)(i) of Regulation S-X and ASC 805-10-25-23.

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 April 7, 2022 Page 2
 FirstName LastName
Mark Douglas
MNTN Digital, Inc.
April 7, 2022
Page 2
Consolidated Financial Statements
Notes to the Consolidated Financial Statements - MNTN Digital, Inc.
7. Business Combinations
Maximum Effort Marketing, LLC, page F-19
2.In response to comment 21 of our letter dated January 13, 2022, you provided the details
of your investment test calculation in determining whether the information under Rule 3-
05 and Article 11 of Regulation S-X was required with respect to the acquisition of
Maximum Effort.  Please explain how you determined the numerator ($6.3 million) used
in your investment test calculation.  We note from your current disclosure that the
purchase consideration was $15.4 million.  Explain why this was not the numerator in
your calculation.
General
3.We note the  graphics in the gatefold and throughout the prospectus, including metrics
and/or key performance indicators without accompanying narrative disclosure and several
customer testimonials.  Please revise to ensure that any graphics and accompanying text
provide a balanced view of the company and its business.  Please also ensure that graphics
including metrics and other key numbers include cross-references to their respective
definitions and that customer testimonials are not so extensive that they obscure other
prospectus disclosure and do not otherwise include information taken out of context.  For
guidance, please refer to Securities Act Forms Compliance and Disclosure Interpretation
101.02.  In addition, please revise as follows:

•In the graphic at the front of the prospectus entitled "We believe we are transforming
connected TV..." please define "Daily Optimizations" and "Addressable
Households."

•Please confirm that you have received consents to the inclusion of the quotes
included in this section and disclose whether any of these individuals or the
companies they represent were compensated for their testimonials.

•Please revise the graphics on pages 90-94 to define "CPV" and "CPA."  In addition,
we note the performance highlights in the graphic on page 90 do not appear to reflect
the same time periods.  We also note that the metrics provided on page 90 do not
appear to cover the same time periods.  Please revise or tell us why the information as
presented is appropriate.  Please revise the graphic on page 93 to define "Conversion
Rate" and on page 94 to define "Birthday Week ROAS."

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 April 7, 2022 Page 3
 FirstName LastName
Mark Douglas
MNTN Digital, Inc.
April 7, 2022
Page 3
            You may 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 Stacey Peikin at 202-551-6223 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
March 3, 2022
Mark Douglas
Chief Executive Officer
MNTN Digital, Inc.
201 W. 5th Street, 11th Floor
Austin, TX 78701
Re:MNTN Digital, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 14, 2022
CIK No. 0001891027
Dear Mr. Douglas:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 14, 2022
Prospectus Summary, page 1
1.We note your disclosure in response to comment 3.  Please revise to disclose as you do on
page F-12 that the Company generates revenue by charging its clients a variable fee based
on the level of ad spend.
Our Comprehensive Solution Serves Emerging and Large Brands, page 5
2.We note your disclosure in response to comment 8.  Please expand your disclosure to
further explain what is meant by "the 17.3 billion requests on average that our platform
processes each day..."  Please disclose what is meant by a "request" in this context.

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 March 3, 2022 Page 2
 FirstName LastName
Mark Douglas
MNTN Digital, Inc.
March 3, 2022
Page 2
Some of our clients may have, or subsequently develop, high-risk credit profiles..., page 30
3.We note your disclosure in response to comment 14.  In order for potential investors to
better understand the risk, please disclose what is meant by "otherwise pay slowly for
advertising inventory," and discuss your experience of being unable to collect invoiced
amounts from your clients, if material.
We may rely on licenses to use the intellectual property rights of third parties, page 35
4.We note your response to comment 16.  In order for potential investors to better
understand the risk, please disclose if you materially rely on any license agreements.
Choice of Forum, page 119
5.We note your disclosure in response to comment 17.  Please expand the disclosure on
pages 119-120 to disclose, as is disclosed on page 46, that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
            You may 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 Stacey Peikin at 202-551-6223 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 13, 2022
Mark Douglas
Chief Executive Officer
MNTN Digital, Inc.
201 W. 5th Street, 11th Floor
Austin, TX 78701
Re:MNTN Digital, Inc.
Draft Registration Statement on Form S-1
Submitted December 17, 2021
CIK No. 0001891027
Dear Mr. Douglas:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 17, 2021
Market and Industry Data, page iv
1.Please revise to clarify whether you commissioned any of the third-party data identified
throughout the prospectus. To the extent you commissioned any such data, disclose the
identity of these third-parties, and provide the consent of the third-party in accordance
with Rule 436 and Section 7 of the Securities Act.
Prospectus Summary, page 1
2.Please balance the information in this section by also discussing your historical losses,
your accumulated deficit, your indebtedness, and the amounts drawn on your credit
facilities as of a recent date.  Please also discuss your historical losses, if applicable.  We

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 January 13, 2022 Page 2
 FirstName LastNameMark Douglas
MNTN Digital, Inc.
January 13, 2022
Page 2
note on page F-7 that the company has historically incurred losses from operations and
has an accumulated deficit as of December 31, 2020.
3.Both here and in the "Business" section, please expand the discussion of your business
model to disclose the types of entities that comprise your clients, to identify from whom
you collect your revenues, to explain how you purchase advertising.  Please also discuss
how clients are invoiced (e.g., fixed fee, % of advertising, etc.).  In addition, please
disclose that you rely on technological intermediaries to purchase advertising on your
behalf, and that Roku is one of your largest suppliers, that a limited number of large
clients account for a significant portion of your revenue, and that almost all of your clients
are not subject to committed contracts with you.  We note these disclosures in your risk
factors.  In addition, we note on page F-8 that as of December 31, 2020, one supplier
accounted for more than 98% of consolidated accounts payable.  Please identify this
supplier and add appropriate risk factor disclosure.
4.Please disclose here that there will be a concentration of ownership post-offering that will
limit the ability of prospective investors in this offering to influence the company and its
corporate decision-making.
Overview, page 1
5.Please disclose your source(s) for the following statements:
•“By the end of 2021, digital performance marketing spend in the United States in
expected to reach $165 billion;”
•“…brand marketers are expected to spend $66 billion on traditional TV advertising in
2021.”
•“Since 2017, annual advertising spend on CTV has grown from $2.6 billion to an
estimated $14 billion in 2021.”
6.Please disclose the basis for your belief in the third paragraph on page 2 that you are the
first mover in the PTV market.
7.We note your statement on page 2 that “Our focus on building a leading PTV platform has
contributed to our rapid growth and strong profitability;” however we note that your net
income is not disclosed in this paragraph and page F-7 discloses that the company has
historically incurred losses from operations.  Please revise to provide the basis of your
statement regarding your “strong profitability.”
Our Comprehensive Solution Serves Emerging and Large Brands, page 5
8.Please expand your disclosure to explain what is meant by “the 17.3 billion transactions
that we process on average each day.”
Acquisitions, page 6
9.Please expand your discussion to provide your basis for the statement “Our team has a
track record of successful M&A.”

 FirstName LastNameMark Douglas
 Comapany NameMNTN Digital, Inc.
 January 13, 2022 Page 3
 FirstName LastNameMark Douglas
MNTN Digital, Inc.
January 13, 2022
Page 3
Summary Historical Consolidated Financial and Other Data
Key Non-GAAP Financial Measures, page 11
10.We refer you to your presentation of Adjusted EBITDA margin on page 11 and your
presentation of non-GAAP Financial Measures on page 60.  When you disclose a non-
GAAP measure please provide the comparable GAAP measure with equal or greater
prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Staff's Compliance and Disclosure Interpretation on Non-GAAP Financial Measures.
Please revise your disclosure accordingly or explain how your presentation is consistent
with the guidance.
Risk Factors
Our revenue and results of operations are highly dependent on the growth and expansion of
CTV..., page 14
11.We note your disclosure in the last paragraph on page 14 that Roku, Inc. is one of your
largest suppliers of ad inventory and holds a significant portion of the ad inventory in the
CTV ad space.  Please disclose whether you have any agreements with Roku and, if so,
disclose the material terms of the agreement and file it as an exhibit to the registration
statement or tell us why you believe you are not required to do so.  In addition, please
revise the header to include your reliance on Roku as a supplier.
If we fail to attract new clients..., page 15
12.Please revise the header of this risk factor to include that a limited number of clients
account for a significant portion of your revenue.
We are subject to laws, regulations and industry requirements related to data privacy..., page 20
13.Where you discuss regulations applicable to your business throughout this section, please
affirmatively state whether you are in compliance with the relevant regulations, and if not,
the consequences or potential consequences to your business, and how you intend to
remediate non-compliance, if any.
We rely on technological intermediaries to purchase advertising on behalf of clients..., page 28
14.Please expand to discuss your experience of being unable to collect invoiced amounts
from your clients.  In this regard, we note on page F-9 that as of December 31, 2020, your
allowance for bad debts was $728,000.
15.We note that you intend to transition to a new technological intermediary that will serve as
your demand side platform.  Please disclose your timeline for this transition and disclose
whether you are reliant on any particular intermediary.  In addition, please disclose your
timeline for transitioning to a new demand-side platform as disclosed in the last paragraph
under this heading.

 FirstName LastNameMark Douglas
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 January 13, 2022 Page 4
 FirstName LastNameMark Douglas
MNTN Digital, Inc.
January 13, 2022
Page 4
We may rely on licenses to use the intellectual property rights of third parties..., page 34
16.Please disclose if you materially rely on any license agreements.  If so, please disclose the
entities with whom you have these licenses and the material terms of the agreements.
Our Post-IPO Certificate of Incorporation will provide that the Court of Chancery of the State of
Delaware..., page 44
17.Regarding the provision in your Post-IPO Certificate of Incorporation that will provide
that the federal district courts of the United States of America shall, to the fullest extent
permitted by law, be the sole and exclusive form for the resolution of any compliant
asserting a cause of action arising under the Securities Act, please disclose (1) that there is
uncertainty as to whether a court would enforce such provision and (2) that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  Please provide similar provisions on pages 107-108.
Management's Discussion and Anlysis of Financial Condition and Results of Operations
Factors Affecting Our Performance, page 59
18.We note the ability to acquire new clients and to increase sales to existing clients are
important to your success.  Please explain if you use any metrics to monitor the number of
new clients, the number of existing clients, retention rate and client spend and  your
consideration of disclosing these metrics.  Refer to Item 303(a) of Regulation S-K
and SEC Release No. 33-10751.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
19.With a view towards understanding your business model, please explain how you generate
revenue from platform fees.  For example, explain whether your revenue streams consist
of a variable fee, a flat fee or both.  In this regard, we note your disclosure here that you
charge clients a fee based on the level of usage and on page 5 your disclosure references a
newly launched “subscription” solution, Creative-as-a-Subscription (CaaS).  If you have
more than one type of fee structure please explain your consideration of revising your
disclosure to distinguish between them qualitatively and quantitatively.
Notes to Consolidated Financial Statements
3. Net Income Per Share Attributable to Common Stockholders, page F-14
20.Given the significance of net income attributable to participating securities to net income,
please revise to describe the participating securities and consider revising the statement of
income to include net income attributed to common shareholders.
14. Subsequent Events, page F-26
21.We note that you have not provided financial statements or pro forma financial

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 Comapany NameMNTN Digital, Inc.
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 FirstName LastName
Mark Douglas
MNTN Digital, Inc.
January 13, 2022
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information for your acquisitions of Maximum Effort and QuickFrame.  Please provide us
with the significance tests you performed to determine that this information was not
required under Rule 3- 05 and Article 11 of Regulation S-X.
General
22.In an appropriate place in the prospectus, please disclose your recent agreement to acquire
QuickFrame, including all material terms of the agreement.  We note your disclosure on
pages F-26 and F-27.  Please file the agreement as an exhibit to the registration statement
or tell us why you believe you are not required to do so.
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            You may 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 Stacey K. Peikin at 202-551-6223 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services