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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
 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,
FirstName LastNameMark Douglas
                                                            Division of
Corporation Finance
Comapany NameMNTN, Inc.
                                                            Office of Trade &
Services
June 3, 2024 Page 2
cc:       Ian Schuman
FirstName LastName
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