| 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:
Mercato Partners Growth III GP, LLC ("MPG III GP")
Mercato Partners Growth III, L.P. ("MPG III")
Mercato Partners Growth AI III, L.P. ("MPG AI III")
Mercato Partners Traverse IIIe, L.P. ("MPG IIIe")
Fund 00103, a Series of Mercato Traverse MNTN Series D Coinvest, LLC ("Fund 00103")
Greg Warnock |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2750 E. Cottonwood Pkwy, Suite 500, Cottonwood Heights, UT 84121. |
| (c) | Citizenship:
Mr. Warnock 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| 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.
MPG III is the record holder of 5,761,058 shares of Class A Common Stock; MPG AI III is the record holder of 170,776 shares of Class A Common Stock; MPG IIIe is the record holder of 25,000 shares of Class A Common Stock; and Fund 00103 is the record holder of 211,188 shares of Class A Common Stock.
MPG III GP is the sole general partner of MPG III, MPG AI III and MPG IIIe, and the sole manager of Fund 01003. Greg Warnock is the manager of MPG III GP and as such, MPG III GP and Mr. Warnock may be deemed to share beneficial ownership of the securities held of record by MPG III, MPG AI III, MPG IIIe and Fund 01003, or an aggregate of 6,168,022 shares of Class A Common Stock. |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto. |
| (c) | Number of shares as to which the person has:
|
| | (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.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages hereto.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)