MNTN, Inc.

S-11 tm2413466-11_s1.htm S-1

As filed with the Securities and Exchange Commission on February 28, 2025.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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MNTN, Inc.

(Exact name of registrant as specified in its charter)​

823 Congress Avenue, #1827,

Austin, Texas 78768

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Patrick A. Pohlen, Chief Financial Officer

MNTN, Inc.

823 Congress Avenue, #1827,

Austin, Texas 78768

Telephone: (877) 978-3354

Fax: (512) 233-0980

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We or the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)​

Issued , 2025

Shares

Class A Common Stock

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MNTN, Inc. is offering shares of its Class A common stock and the selling stockholders named in this prospectus are selling shares of our Class A common stock. This is our initial public offering and no public market currently exists for our shares. We expect the initial public offering price to be between $ and $ per share. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange (the “NYSE”) under the symbol “MNTN.”

Upon completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock, which we collectively refer to as our “common stock.” The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time, at the option of the holder, or mandatorily upon the occurrence of certain events, into one share of Class A common stock. The holders of our Class B common stock will hold approximately % of the voting power of our outstanding capital stock upon the completion of this offering, with our founder and CEO, Mark Douglas, and his affiliates holding approximately %, assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock. See “Principal and Selling Stockholders” and “Description of Capital Stock” for more information.

We are an “emerging growth company” under the federal securities laws and are subject to reduced public company disclosure standards.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 18 of this prospectus.

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PRICE $ SHARE

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(1)

See “Underwriters” for a description of the compensation payable to the underwriters.

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We and the selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional and of shares of our Class A common stock, respectively, to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions. We will not receive any proceeds from the sale of shares of our Class A common stock offered by the selling stockholders, including upon the sale of shares of our Class A common stock by the selling stockholders if the underwriters exercise their option.

At our request, the underwriters have reserved up to 3% of the shares of Class A common stock to be issued by us and offered under this prospectus, for sale at the initial public offering price through a directed share program to certain individuals identified by our management. See the section titled “Underwriters—Directed Share Program.”

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on , 2025.

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Citizens Capital Markets Needham & Company Raymond James Susquehanna Financial Group, LLLP

Prospectus dated , 2025