| Item 1. | |
| (a) | Name of issuer:
MNTN, Inc. |
| (b) | Address of issuer's principal executive offices:
823 Congress Avenue #1827 Austin, TX, 78768 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Rincon Venture Partners, LLC ("RVP LLC")
Rincon Venture Partners, L.P. ("RVP")
Rincon Venture Associates II, LLC ("RVP II LLC")
Rincon Venture Partners II, L.P. ("RVP II")
Rincon Venture Partners II QP, L.P. ("RVP II QP")
Bonfire Select Associates II, LLC ("BSA LLC")
Bonfire Ventures Select II, L.P. ("BVS II")
Jim Andelman |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of RVP LLC, RVP, RVP II LLC, RVP II and RVP II QP is 2047 Lorinda Way, Santa Barbara, CA 93101. The principal business address of each of BSA LLC, BVS II and Mr. Andelman is 11611 San Vicente Boulevard, #650, Los Angeles, CA 90049. |
| (c) | Citizenship:
Mr. Andelman is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
55318A108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The ownership information presented herein represents beneficial ownership of Class A Common Stock of the Issuer as of June 30, 2025, based upon 48,269,318 shares of Class A Common Stock outstanding as of June 30, 2025, as provided by the Issuer. The ownership information also assumes the respective conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer into shares of Class A Common Stock on a one-to-one basis.
RVP is the beneficial owner of 1,277,231 shares of Class A Common Stock underlying shares of Class B Common Stock held directly; RVP II is the beneficial owner of 1,647,565 shares of Class A Common Stock underlying shares of Class B Common Stock held directly; RVP II QP is the beneficial owner of 318,244 shares of Class A Common Stock underlying shares of Class B Common Stock held directly; and BVS II is the record holder of 240,887 shares of Class A Common Stock.
RVP LLC is the general partner of RVP and RVP II LLC is the general partner of each of RVP II and RVP II QP. Jim Andelman is the sole managing member for each of RVP LLC and RVP II LLC, and as such, voting and investment decisions with respect to the shares held by RVP, RVP II and RVP II QP are made by Mr. Andelman. BSA LLC is the manager of BVS II. Jim Andelman, Mark Mullen and Brett Queener are managers of BSA LLC, and as such, voting and investment decisions with respect to the shares held by BVS II are made by each of Messrs. Andelman, Mullen and Queener, but each disclaim beneficial ownership of such securities. |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages hereto.
|
| | (ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages hereto.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages hereto.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)