Form SCHEDULE 13G MNTN, Inc. Filed by: Douglas Mark Steven
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
MNTN, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
55318A108 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 55318A108 |
| 1 | Names of Reporting Persons
Mark Douglas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,586,506.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 55318A108 |
| 1 | Names of Reporting Persons
Hot Springs Capital I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,006,581.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
MNTN, Inc. | |
| (b) | Address of issuer's principal executive offices:
823 CONGRESS AVENUE, #1827, AUSTIN, Texas, 78768 | |
| Item 2. | ||
| (a) | Name of person filing:
Mark Douglas
Hot Springs Capital I LLC | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for Mr. Douglas is c/o MNTN, Inc., 823 Congress Avenue, #1827, Austin, TX 78768. The principal business address for Hot Springs Capital I LLC is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. | |
| (c) | Citizenship:
Mr. Douglas is a citizen of the United States. Hot Springs Capital I LLC 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 the date hereof, based upon 44,231,894 shares of Class A Common Stock outstanding as of October 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. The ownership information also assumes the 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, and exercise of stock options disclosed below into shares of Class A Common Stock of the Issuer on a one-to-one basis.
Hot Springs Capital I LLC may be deemed to beneficially own 9,006,581 shares of Class A Common Stock, which consists of (i) 4,414,342 shares of Class A Common Stock underlying shares of Class B Common Stock held directly and (ii) 4,592,239 shares of Class A Common Stock underlying shares of Class B Common Stock subject to stock options held directly that are fully vested.
Mark Douglas may be deemed to beneficially own 9,586,506 shares of Class A Common Stock, which consists of (i) 131,925 shares of Class A Common Stock underlying shares of Class B Common Stock subject to stock options held directly that are fully vested; (ii) 448,000 shares of Class A Common Stock underlying shares of Class B Common Stock held by a trust for which Mr. Douglas is the trustee; and (iii) 9,006,581 shares of Class A Common Stock beneficially held by Hot Springs Capital I LLC, as described above, for which Mr. Douglas is trustee of its sole member. Mr. Douglas controls all voting and investment decisions for shares held by Hot Springs Capital I LLC. | |
| (b) | Percent of class:
Mark Douglas: 17.8%
Hot Springs Capital I LLC: 16.9% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mark Douglas: 9,586,506
Hot Springs Capital I LLC: 9,006,581 | ||
| (ii) Shared power to vote or to direct the vote:
Mark Douglas: 0
Hot Springs Capital I LLC: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mark Douglas: 9,586,506
Hot Springs Capital I LLC: 9,006,581 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mark Douglas: 0
Hot Springs Capital I LLC: 0 | ||
| 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
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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