MNTN Inc-A美股招股说明书(2025-05-22版)

Class A Common Stock MNTN, Inc. is offering 8,400,000 shares of its ClassA common stock, and the selling stockholders named in this prospectus are selling3,300,000 shares of our ClassA common stock. This is our initial public offering, and no public market currently exists for our shares. Theinitial public offering price is $16.00 per share. Our Class A common stock has been approved for listing 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 ClassB common stock areidentical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Eachshare 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 theoccurrence of certain events, into one share of Class A common stock. The holders of our ClassB common stock will hold approximately86.4% 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 16.7%, assuming no exercise of the underwriters’ option to purchase additional shares of our ClassA common stock from the selling stockholders. See “Principal and Selling Stockholders” and “Description of Capital Stock” for moreinformation. 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 page19of this prospectus. PRICE $16.00 SHARE Per ShareTotal$16.00$187,200,000$1.08$12,636,000$14.92$125,328,000$14.92$49,236,000 Initial public offering priceUnderwriting discounts and commissionsProceeds to us, before expensesProceeds to selling stockholders, before expenses(1) (1)See “Underwriters” for a description of the compensation payable to the underwriters. The selling stockholders have granted the underwriters an option for a period of 30days to purchase up to an additional 1,755,000 shares ofour Class A common stock 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 thesale 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 5.0% of the shares of Class A common stock to be issued by us and offered under thisprospectus, for sale at the initial public offering price through a directed share program to certain individuals identified by ourmanagement. 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 passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Certain funds and accounts under management by subsidiaries of BlackRock, Inc. (“BlackRock”), have, severally and not jointly, indicatedan interest in purchasing up to an aggregate of $30.0 million in Class A common stock in this offering at the initial public offering price.Because this indication of interest is not a binding agreement or commitment to purchase, BlackRock may determine to purchase more, lessor no shares in this offering, or the underwriters may determine to sell more, less or no shares to BlackRock. The underwriters will receivethe same underwriting discounts and commissions on any of our shares of Class A common stock purchased by BlackRock as they will fromany other shares of Class A common stock sold to the public in this offering. The underwriters expect to deliver the shares to purchasers on May23, 2025. SUSQUEHANNA FINANCIAL GROUP, LLLPEVERCORE ISITIGRESS FINANCIAL PARTNERS MORGAN STANLEY CITIZENS CAPITAL MARKETSNEEDHAM & COMPANYRAYMOND JAMESLOOP CAPITAL MARKETS Prospectus dated May21, 2025 Table ofContents■ Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, theselling stockholders nor any of the underwriters take responsibility for, or can provide any assurance as to the reliability of, any otherinformation that others may give you. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy,shares of our Class A common stock only under circumstances and in jurisdictions where offers and sales are permitted. Theinformation co