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1、2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm1/244S-1/A 1 tm2413466-20_s1a.htm S-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Commission on May 21,2025.Registration No.333-285471 UNITED STATESSE

2、CURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.4toFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 MNTN,Inc.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)7319(Primary Standard IndustrialClass

3、ification Code Number)26-4741839(I.R.S.EmployerIdentification No.)823 Congress Avenue,#1827,Austin,Texas 78768(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Patrick A.Pohlen,Chief Financial OfficerMNTN,Inc.823 Congress Avenue,#1827,Aus

4、tin,Texas 78768Telephone:(877)978-3354Fax:(512)233-0980(Name,address,including zip code,and telephone number,including area code,of agent for service)Ian D.Schuman,Esq.Brittany D.Ruiz,Esq.Sandy Kugbei,Esq.Latham&Watkins LLP1271 Avenue of the AmericasNew York,New York 10020Telephone:(212)906-1200 Mar

5、k Douglas,Chief Executive OfficerPatrick A.Pohlen,Chief Financial OfficerMNTN,Inc.823 Congress Avenue,#1827,Austin,Texas 78768Telephone:(310)895-2110 Ran D.Ben-Tzur,Esq.Ryan Mitteness,Esq.Fenwick&West LLP730 Arizona Avenue,1 FloorSanta Monica,California 90401Telephone:(310)434-5400 Approximate date

6、of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the follo

7、wing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form

8、is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule

9、 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated fil

10、er,a smaller reportingcompany or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting c

11、ompany Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant

12、hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance withSection 8(a)of the Securit

13、ies Act of 1933,as amended,or until the Registration Statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.st2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a

14、.htm2/244The information in this prospectus is not complete and may be changed.We or the selling stockholders may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and it i

15、s not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.(1)SUSQUEHANNA FINANCIAL GROUP,LLLPPRELIMINARY PROSPECTUS(Subject to Completion)Issued May 21,202511,700,000 SharesClass A Common StockMNTN,Inc.is offering 8,400,000 shares of its Class A co

16、mmon stock,and the selling stockholders named in this prospectus are selling3,300,000 shares of our Class A common stock.This is our initial public offering,and no public market currently exists for our shares.Weexpect the initial public offering price to be between$14.00 and$16.00 per share.After p

17、ricing of the offering,we expect that the shareswill trade 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 commonstock,which we collectively refer to as our“common st

18、ock.”The rights of the holders of Class A common stock and Class B commonstock are identical,except with respect to voting,conversion and transfer rights.Each share of Class A common stock is entitled to onevote.Each share of Class B common stock is entitled to 10 votes and is convertible at any tim

19、e,at the option of the holder,or mandatorilyupon the occurrence of certain events,into one share of Class A common stock.The holders of our Class B common stock will holdapproximately 86.3%of the voting power of our outstanding capital stock upon the completion of this offering,with our founder andC

20、EO,Mark Douglas,and his affiliates holding approximately 16.6%,assuming no exercise of the underwriters option to purchaseadditional shares of our Class A common stock from the selling stockholders.See“Principal and Selling Stockholders”and“Descriptionof Capital Stock”for more information.We are an“

21、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 page 20 of this prospectus.PRICE$SHARE Per Share TotalInitial public offering price$Underwriting

22、 discounts and commissions$Proceeds to us,before expenses$Proceeds to selling stockholders,before expenses$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 30 days to purchase up to an

23、additional 1,755,000 sharesof our Class A common stock to cover over-allotments,if any,at the initial public offering price less underwriting discounts andcommissions.We will not receive any proceeds from the sale of shares of our Class A common stock offered by the selling stockholders,including up

24、on the sale 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 off

25、ering price through a directed share program to certain individuals identified by ourmanagement.See the section titled“UnderwritersDirected Share Program.”The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities,or passedupon the ade

26、quacy 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,indicated an interest in purchasing up to an aggregate of$30.0 million in Class A co

27、mmon stock in this offering at the initial publicoffering price.Because this indication of interest is not a binding agreement or commitment to purchase,BlackRock may determine topurchase more,less or no shares in this offering,or the underwriters may determine to sell more,less or no shares to Blac

28、kRock.Theunderwriters will receive the same underwriting discounts and commissions on any of our shares of Class A common stock purchased byBlackRock as they will from any other shares of Class A common stock sold to the public in this offering.The underwriters expect to deliver the shares to purcha

29、sers on ,2025.MORGAN STANLEY CITIGROUP EVERCORE ISI CITIZENS CAPITAL MARKETSNEEDHAM&COMPANYRAYMOND JAMES LOOP CAPITAL MARKETS TIGRESS FINANCIAL PARTNERSProspectus dated,2025 (1)TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/00011046592

30、5051227/tm2413466-20_s1a.htm3/244TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm4/244TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027

31、/000110465925051227/tm2413466-20_s1a.htm5/244TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm6/244TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/

32、data/1891027/000110465925051227/tm2413466-20_s1a.htm7/244TABLE OF CONTENTS2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm8/244Clause Page ABOUT THIS PROSPECTUS ii TRADEMARKS,SERVICE MARKS,AND TRADE NAMES iv MARKET

33、 AND INDUSTRY DATA v PROSPECTUS SUMMARY 1 THE OFFERING 11 SUMMARY HISTORICAL CONSOLIDATEDFINANCIAL AND OTHER DATA 16 RISK FACTORS 20 CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS 62 USE OF PROCEEDS 64 DIVIDEND POLICY 65 CAPITALIZATION 66 DILUTION 68 MANAGEMENTS DISCUSSION ANDANALYSIS OF FINANC

34、IAL CONDITIONAND RESULTS OF OPERATIONS 71 Clause Page BUSINESS 91 MANAGEMENT 116 EXECUTIVE COMPENSATION 122 CERTAIN RELATIONSHIPS ANDRELATED PARTY TRANSACTIONS 136 PRINCIPAL AND SELLING STOCKHOLDERS 140 DESCRIPTION OF CAPITAL STOCK 145 DESCRIPTION OF MATERIAL INDEBTEDNESS 153 SHARES ELIGIBLE FOR FUT

35、URE SALE 155 MATERIAL U.S.FEDERAL INCOME TAXCONSEQUENCES TO NON-U.S.HOLDERS 158 UNDERWRITERS 162 LEGAL MATTERS 170 EXPERTS 170 WHERE YOU CAN FIND MORE INFORMATION 170 INDEX TO CONSOLIDATEDFINANCIAL STATEMENTS F-1 TABLE OF CONTENTS Table ofContents Through and including,2025(the 25th day after the da

36、te of this prospectus),all dealers effecting transactions in our Class Acommon stock,whether or not participating in this offering,may be required to deliver a prospectus.This delivery requirement is inaddition to a dealers obligation to deliver a prospectus when acting as an underwriter and with re

37、spect to an unsold allotment orsubscription.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,th

38、eselling 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 s

39、tock only under circumstances and in jurisdictions where offers and sales are permitted.Theinformation contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of thisprospectus or of any sale of our Class A common stock.Our business,financia

40、l condition,results of operations,and prospects mayhave changed since that date.For investors outside the United States:neither we,the selling stockholders nor any of the underwriters have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdicti

41、on where action for that purpose is required,other than in the United States.Persons outside of the United States who come into possession of this prospectus must inform themselves about,and observe any restrictionsrelating to,the offering of the shares of Class A common stock and the distribution o

42、f this prospectus outside of the United States.i2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm9/244TABLE OF CONTENTS ABOUT THIS PROSPECTUSCertain DefinitionsAs used in this prospectus,unless otherwise noted or th

43、e context otherwise requires,references to:“AI technologies”refers to generative and predictive artificial intelligence and machine learningtechnologies;“AVOD”refers to ad-supported video on demand,a streaming video service that allows users to haveaccess to certain on-demand programs with advertisi

44、ng content;“campaign”refers to one or more advertisements that a customer runs on our platform that has aspecific budget and goal,as well as creative and audience targeting attributes;“CRM data”refers to information regarding our customers interactions and relationships withconsumers that is typical

45、ly contained in our customers relationship management software system;“CTV”refers to the method of delivering television content on-demand,using an internet connectionas opposed to broadcast delivery of television content via cable or over-the-air;“consumer”refers to individuals or entities that pur

46、chase goods or services from our customers;“conversion”refers to a viewer of a customers campaign that subsequently purchases suchcustomers products or services;“customer”refers to any marketer that uses our solutions and platform,either directly or through athird-party agency;“earned media views”re

47、fers to the total number of times content is seen through media coverage thatwas not directly paid for;“marketers”refers to any person or business that advertises or promotes a product or service;“Maximum Effort Marketing”refers to Maximum Effort Marketing,LLC;“OTT”refers to a mobile,desktop or conn

48、ected device where TV video content is delivered“over-the-top”instead of through a cable or satellite connection;“performance marketing,”also known as direct response marketing,refers to a results-orientedstrategy where marketers pay only for specific actions,such as sales leads or app installs,thro

49、ughpaid search and social;“PTV”refers to a form of performance marketing where CTV is used to drive ROAS(as definedbelow)or other outcomes for marketers;“PTV Customers”refers to the aggregate number of unique customers that used our PTV platform aspart of their CTV campaigns in the twelve-month peri

50、od preceding the date indicated;“QuickFrame”refers to QuickFrame Inc.,which we acquired in 2021 to enable our creative in ahighly scalable fashion and to provide us with a global marketplace of thousands of independentcreators(such acquisition,the“QuickFrame Acquisition”);“ROAS”refers to return on a

51、d spend,which is a marketing metric that divides revenue fromcampaign by such campaigns cost;“SAM”refers to serviceable addressable market;“SMBs”refers to small-and mid-sized businesses;“SMB Net Revenue Retention Rate”is a metric we use to measure how much revenue we retain fromour existing customer

52、s over a period of time.To calculate our SMB Net Revenue Retention Rate,wefirst calculate the revenue generated by all SMB customers who used the platform and were billedfor more than three months during a prior twelve-month period.We then calculate the revenuegenerated by that same cohort of SMB cu

53、stomers during a subsequent twelve-month period anddivide the revenue generated during such subsequent twelve-month period by the revenue generatedduring such prior twelve-month period to arrive at the SMB Net Revenue Retention Rate;ii2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.go

54、v/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm10/244TABLE OF CONTENTS“SSPs”or“Supply Side Platforms”refers to technology platforms that enable digital publishers andmedia owners to manage,sell,and optimize their available ad inventory programmatically to avariety of potential

55、buyers,maximizing ad revenue in real-time bidding environments;“SVOD”refers to subscription video on demand,a subscription streaming video service that allowsusers to have access to on-demand programs without advertising;“Total Customers”refers to our aggregate number of unique customers,inclusive o

56、f our PTVCustomers in the twelve-month period preceding the date indicated;“Verified Visits technology”refers to our patent pending cross-device verified visits attributionmodel,which measures consumer responses to TV ads.Our Verified Visits technology attributesvisits and conversions across all dev

57、ices sharing the same household identifiers;and“we,”“us,”“our,”the“Company”and“MNTN”refer to MNTN,Inc.,together with its consolidatedsubsidiaries as a combined entity.Non-GAAP Measures and Other DataOur consolidated financial statements and the other financial data included in this prospectus have b

58、eenprepared in a manner that complies with generally accepted accounting principles in the United States(“GAAP”)and the regulations published by the Securities and Exchange Commission(“SEC”).However,we use Adjusted EBITDA as described in“Prospectus SummarySummary Historical ConsolidatedFinancial and

59、 Other Data,”in various places in this prospectus.This non-GAAP financial measure ispresented as supplemental disclosure and should not be considered in isolation from,or as a substitute for,the financial information prepared in accordance with GAAP,and should be read in conjunction with theconsolid

60、ated financial statements included elsewhere in this prospectus.Adjusted EBITDA may differ fromsimilarly titled measures presented by other companies.See“Prospectus SummarySummary Historical Consolidated Financial and Other Data”for areconciliation of this non-GAAP financial measure to its most dire

61、ctly comparable financial measurecalculated in accordance with GAAP,and a discussion of our managements use of Adjusted EBITDA.Throughout this prospectus,we also provide a number of key performance indicators and key businessmetrics used by management and sometimes used by others in our industry.The

62、se and other key businessmetrics are discussed in more detail in the section titled“Managements Discussion and Analysis ofFinancial Condition and Results of OperationsKey Performance Indicator and Non-GAAP FinancialMeasures.”Rounding AdjustmentsCertain monetary amounts,percentages,and other figures

63、included in this prospectus have been subject torounding adjustments.Percentage amounts included in this prospectus have not in all cases been calculatedon the basis of such rounded figures,but on the basis of such amounts prior to rounding.For this reason,percentage amounts in this prospectus may v

64、ary from those obtained by performing the same calculationsusing the figures in our consolidated financial statements or the figures included elsewhere in thisprospectus.Certain other amounts that appear in this prospectus may not sum due to rounding.iii2025/5/22 09:37tm2413466-20_s1a-block-42.22912

65、8shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm11/244TABLE OF CONTENTS TRADEMARKS,SERVICE MARKS,AND TRADE NAMESThis prospectus includes our trademarks,trade names and service marks,including,without limitation,“MNTN”and our logo,which are protected under appl

66、icable intellectual property laws and are our property.This prospectus also contains trademarks,trade names and service marks of other companies,which are theproperty of their respective owners.Solely for convenience,trademarks,trade names and service marksreferred to in this prospectus may appear w

67、ithout the,or symbols,but such references are notintended to indicate,in any way,that we or the applicable owner will not assert,to the fullest extentpermitted under applicable law,our or its rights or the right of any applicable licensor to these trademarks,trade names and service marks.We do not i

68、ntend our use or display of other parties trademarks,tradenames or service marks to imply,and such use or display should not be construed to imply,a relationshipwith,or endorsement or sponsorship of us by,these other parties.ivSM2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Arch

69、ives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm12/244TABLE OF CONTENTS MARKET AND INDUSTRY DATAThis prospectus includes estimates regarding market and industry data.Unless otherwise indicated,information concerning our industry and the markets in which we operate,including our genera

70、lexpectations,market position,market opportunity,and market size,are based on managements knowledgeand experience in the markets in which we operate,together with currently available information obtainedfrom various sources that have not been commissioned by us,including publicly available informati

71、on,industry reports and other publications,reports from government agencies,surveys,our members andproviders,and other contacts in the markets in which we operate.Certain information is based onmanagement estimates,which have been derived from third-party sources,as well as data from our internalres

72、earch,and are based on certain assumptions that we believe to be reasonable.In addition,certain information identified in this prospectus is contained in the following independentindustry publications or reports:Deloitte,An Introduction to Deloittes 2024 Digital Media Trends(March 2024);eMarketer,Av

73、erage Time Spent per Day with TV(June 2024);eMarketer,US Ad-Supported Video-on-Demand(AVOD)Viewers and Penetration(October 2024);eMarketer,US Connected TV Ad Spending(November 2024);eMarketer,US Connected TV Users and Penetration(October 2024);eMarketer,US OTT Subscription Revenues(November 2024);eM

74、arketer,US Subscription OTT Ad Revenues(November 2024);eMarketer,US Traditional Media Ad Spending,by Media(November 2024);eMarketer,US Traditional Media Time Spent by Type(December 2024);eMarketer,US TV and Connected TV Ad Spending Forecasts H2 2024(December 2024);IDC,Free Ad-Supported Streaming Tel

75、evision Update and Impact in 2024(March 2024);Magna Global,Global Advertising Forecasts(December 2024);Nielsen,The Nielsen ARTEY Awards:2024 Streaming Unwrapped(January 2025);andTealium,State of Martech and Marketing Operations 2023/2024.In presenting this information,we have made certain assumption

76、s that we believe to be reasonable based onsuch data and other similar sources and on our knowledge of,and our experience to date in,the markets inwhich we operate.While we believe the market and industry data included in this prospectus and uponwhich the management estimates included herein are in

77、part based are generally reliable,such information isinherently uncertain and imprecise,and you are cautioned not to give undue weight to such data or themanagement estimates based on such data.Market and industry data are subject to change and may belimited by the availability of raw data,the volun

78、tary nature of the data gathering process and otherlimitations inherent in any statistical survey of such data.In addition,projections,assumptions,andestimates of the future performance of the markets in which we operate and our future performance arenecessarily subject to uncertainty and risk due t

79、o a variety of factors,including those described in“RiskFactors,”“Cautionary Note Regarding Forward-Looking Statements,”and“Managements Discussion andAnalysis of Financial Condition and Results of Operations.”These and other factors could cause results todiffer materially from those expressed in the

80、 estimates made by third parties and by us.Accordingly,you arecautioned not to place undue reliance on such market and industry data or any other such estimates.Thecontent of,or accessibility through,the sources and websites identified herein,except to the extentspecifically set forth in this prospe

81、ctus,does not constitute a portion of this prospectus and is notincorporated herein,and any websites are an inactive textual reference only.In addition,references to third-party publications and research reports herein are not intended to imply,and should not be construed toimply,a relationship with

82、,or endorsement of us by,the third party producing any such publication or report.v2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm13/244TABLE OF CONTENTS PROSPECTUS SUMMARYThis summary highlights information conta

83、ined elsewhere in this prospectus and may not contain all of theinformation you should consider before investing in our Class A common stock.Before making aninvestment decision,you should read this entire prospectus,including our consolidated financial statementsand the related notes included elsewh

84、ere herein.You should also carefully consider the information set forthunder“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations.”In addition,certain statements in this prospectus include forward-looking information that aresubject to risks and uncert

85、ainties.See“Cautionary Note Regarding Forward-Looking Statements.”OverviewMNTN is on a mission to transform Connected TV(“CTV”)into a next-generation performance marketingchannel.Our revolutionary Performance TV(“PTV”)software platform allows marketers to combine the powerfulstorytelling format of T

86、V advertising with the targeting,measurement and attribution capabilities of paidsearch and social advertising.Our self-serve software platform enables marketers to precisely targetaudiences through our MNTN Matched technology and then directly attribute each view to a purchase orother action.Market

87、ers can set performance goals,such as return on ad spend(“ROAS”),and ouralgorithms continuously optimize a campaign to achieve those goals.Our company has experienced rapidgrowth due to the robust performance our platform delivers to customers,with the number of PTVCustomers increasing from 142 in 2

88、019 to 2,225 in 2024,representing a compound annual growth rate(“CAGR”)of 73.4%.For the three months ended March 31,2025,the number of PTV customers increased88.6%compared to the three months ended March 31,2024.We believe advertisements on our platformhave generated an aggregate of$27.1 billion of

89、revenue for our customers from 2019 to 2024.Our market opportunity sits at the center of three large advertising markets:performance marketing,traditional TV advertising,and CTV advertising.Today,performance marketing,also known as directresponse marketing,is the dominant form of digital advertising

90、,giving marketers the ability to leverage datato target specific audiences and drive measurable outcomes.By the end of 2025,performance marketingspend in the United States is expected to reach$285.4 billion and is expected to grow at a 9.7%CAGR to$343.6 billion by 2027,according to Magna Global.TV h

91、as historically lacked the targeting,measurementand attribution capabilities necessary for performance marketing,but TVs unmatched storytellingexperience,massive audience reach and viewership minutes continues to make it a preferred premiumchannel for marketers seeking to increase brand awareness.Th

92、e average American household was expectedto watch approximately three hours of TV daily in 2024 and brand marketers spent$59.7 billion onadvertising on linear TV,including broadcast and cable TV,in 2024,according to eMarketer.In recent years,the TV industry has undergone a digital revolution with th

93、e advent of CTV.CTV adoptioncontinues to grow rapidly as audiences are empowered to watch what they want when and where they wantit,resulting in TV audiences moving from traditional TV to CTV.In 2024,U.S.consumers streamedapproximately 23 million years of streaming content,a 10%increase from approxi

94、mately 21 million yearsof streaming content in 2023.Furthermore,CTV represented 45.8%of total TV viewing time across theUnited States in 2024.As a result of CTVs digital infrastructure and rapid audience adoption,CTV advertising is the fastestgrowing advertising channel in the world,with TV marketer

95、s(defined as brands that advertise on linear TV)rapidly shifting ad budgets from linear TV to CTV.Since 2017,annual ad spend on CTV has grown from$2.8 billion to an estimated$33.4 billion in 2025,according to eMarketer.Although initial adoption of CTVwas driven by subscription streaming services(“SV

96、OD”),ad-supported streaming services(“AVOD”)isgrowing faster,and eMarketer estimates U.S.AVOD ad revenues will grow by 23%in 2025,compared to anestimated U.S.SVOD subscription revenue growth of 10%.Netflix,Amazon Prime and other platformshave introduced AVOD content and have experienced strong growt

97、h largely driven by consumerswillingness to watch ad-supported content in lieu of paying higher subscription fees.This has led to asignificant increase in available TV advertising inventory for marketers,bringing more ad dollars into theecosystem.CTV advertising,like traditional TV advertising,has b

98、een entirely brand marketing in nature,focused on maximizing reach and frequency versus driving measurable performance-driven outcomes.Withour transformative PTV technology,12025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20

99、_s1a.htm14/244TABLE OF CONTENTS we believe we are unlocking CTVs potential to become the next dominant performance marketing channel.As performance marketers seek new channels for growth,and as CTV marketers increasingly embrace thetechnology underlying performance marketing,we expect PTV to capture

100、 a significant portion ofperformance marketing and CTV ad spend.Our diversified customer base consists of brands of a broad range of sizes.Our intuitive,accessible platformand direct-to-brand approach enables marketers of a broad range of sizes to engage audiences through CTVas easily as they do in

101、social or search,opening TV advertising to brands of any size.In 2024,92%of ourPTV revenue was generated by SMBs,of which 86%was from mid-sized businesses.During the threemonths ended March 31,2025,we continued to increase the number of PTV customers who are SMBs.As aresult,during this period 12%of

102、our PTV revenue was generated by small businesses and 79%wasgenerated by mid-sized businesses.Our customers include both experts in performance marketing as well asmarketers who are just beginning to leverage the benefits of data-driven performance marketing.Given thedisruptive nature of our platfor

103、m as well as its ease of use,we believe we are well suited to serve both firsttime and experienced TV advertisers.As of March 31,2025,approximately 96%of our customers had neveradvertised on TV before.Our PTV customers often allocate budgets which grow over time as customersmeet their ROAS goals.As

104、customers leverage the full targeting,measurement and attribution capabilitiesof our platform,similar to their experience across paid search and paid social,they typically generate morespend on our platform.For the year ended December 31,2024,421 customers generated over$100,000 ofnet revenue on our

105、 platform,compared to 297 customers over the same period in 2023.We offer marketers a comprehensive and fully integrated software solution that combines targeting,measurement and attribution capabilities for performance marketing on CTV.Our Verified Visits technologylinks Internet-connected devices

106、in the household to TV,which allows our software to attribute consumersactions,including sales leads and app installs across devices after they view a CTV ad.Our PTV self-servesoftware platform has a highly intuitive user interface enabling marketers to intelligently plan and launchCTV campaigns,set

107、 ROAS and other campaign goals,match advertisers with their target audiences usingMNTN Matched,measure and attribute performance and optimize campaign outcomes in a highlyautomated manner.Our platform provides marketers easy access to premium inventory across multiplenetworks and is designed to ensu

108、re brand safe and visually captivating advertising environments,which webelieve both search and social channels lack.Marketers across a broad range of sizes are attracted to MNTNbecause we deliver measurable results.We believe SMB customers,in particular,are also attracted toMNTN for the ability to

109、set up campaigns,upload creative and set goals in a matter of minutes withminimal dedicated resources.For the three months ended March 31,2025,our SMB Net Revenue RetentionRate was 111%,which increased from 108%for the year ended December 31,2024.We believe thisvalidates the value proposition that w

110、e deliver to SMBs.Our customers can easily manage PTV campaignsand reach nearly all CTV households in the United States.Using our platform,we are able to unlock CTV asa performance marketing channel for our customers,many of which have never advertised on TV before.The key functions and features of

111、our PTV platform include:Targeting:Our revolutionary AI targeting technology,MNTN Matched,matches consumers withbrands that they are most likely to engage with to achieve our customers ROAS goals.Through ouradvanced technology,brands of all sizes have the flexibility to run campaigns that reach segm

112、ents ofconsumers with specific product interests or broad groups of consumers for greater reach.Ourtargeting capabilities are driven by a robust keyword-and intent-based predictive audience builderfor CTV using AI technologies,which includes generative and predictive artificial intelligence andmachi

113、ne learning technologies,giving advertisers control and transparency over the households thatsee their ads.Measurability:Our proprietary measurement technology makes it possible for marketers togranularly track CTV ad impressions for every campaign on our platform.Attribution:We leverage measurement

114、 data obtained through our Verified Visits technology toattribute a CTV campaign impression to the corresponding user action,such as sales or leads.Wemake these connections across 400 million devices through third-party and first-party data,includingCRM data,which helps advertisers understand the pe

115、rformance of their campaigns on our platform.22025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm15/244TABLE OF CONTENTS Automated Optimization:We have developed algorithms which automate and continuously optimizeour

116、targeting capabilities and programmatic ad execution(including automating creative and priceoptimization),as well as other campaign elements to drive better performance.Our technologymeasures and incorporates a wide range of data signals,such as time of day and geography,resultingin hundreds of thou

117、sands of daily and real-time optimizationsincluding what ad inventory to buy,when to buy it and where to buy it.Automated optimization drives higher ROAS and other campaigngoals for our customers.Delivers Stunning Ads:Because approximately 96%of our customers have never advertised on TVbefore,we off

118、er creative solutions to enable them to create and refresh ads quickly and cost-effectively.Our software controls the quality and format of video ads by automatically screeningcreative for TV network formats and standards.We ensure ads are not rejected due to a failure tomeet a content providers tec

119、hnical requirementsone of the common barriers for smaller brands toadvertise.Self-Serve:Our software platform delivers an intuitive,customizable user interface that simplifiescampaign planning and execution,with a self-serve software platform built for marketers of a broadrange of sizes.With our pla

120、tform,marketers can easily manage PTV campaigns with minimaldedicated resources.We believe we are the first mover and category creator of PTV.Our easy-to-use software platform isdifferentiated by our revolutionary targeting technology,our measurement and attribution capabilities,andour solutions for

121、 TV creative.We benefit from a powerful flywheel effect as a result of our first moveradvantage in the PTV ecosystem.We continuously develop enhancements to existing features and add newcapabilities,such as MNTN Matched,to deliver higher ROAS for our customers.We source inventory onbehalf of our cus

122、tomers from premium TV networks,including NBC,Paramount,Fox and other streamingnetworks,driving higher ROAS for our customers due to the level of engagement and visibility thispremium inventory provides.As customers increase spend on our platform because of this higher ROAS,weare able to negotiate p

123、referential ad inventory pricing on their behalf.TV networks,motivated to capturethis large and growing opportunity of predominantly new TV advertisers,often reduce inventory prices toincrease demand,thereby further enhancing ROAS for our customers.This powerful flywheel effect hasenabled us to decr

124、ease the cost of premium inventory for our customers approximately 8%per quarter onaverage since the first quarter of 2022.Our focus on building a leading PTV platform has contributed to our rapid growth.Our revenue grew by47.3%to$64.5 million for the three months ended March 31,2025,from$43.8 milli

125、on for the three monthsended March 31,2024,and by 27.9%to$225.6 million for the year ended December 31,2024,from$176.3 million for the year ended December 31,2023,driven by our unique and powerful value proposition,as well as our ability to efficiently attract new customers to the platform and incre

126、ase usage for existingcustomers.For the three months ended March 31,2025,we incurred a net loss of$21.1 million,comparedto net loss of$15.7 million for the three months ended March 31,2024.Our Adjusted EBITDA increasedfrom$85,000 for the three months ended March 31,2024 to$9.4 million for the three

127、months endedMarch 31,2025.We incurred$32.9 million of net loss and an operating loss of$1.6 million,but we wereable to generate$38.8 million of Adjusted EBITDA for the year ended December 31,2024,compared to$53.3 million of net loss,$46.1 million of operating loss and$6.3 million of Adjusted EBITDA

128、for the yearended December 31,2023,the primary difference being non-cash adjustments such as interest,depreciationand amortization,stock-based compensation and fair value adjustments.For the three months endedMarch 31,2025 and 2024,our net loss margin was(32.7)%and(35.8)%,respectively,and for the ye

129、arsended December 31,2024 and 2023,our net loss margin was(14.6)%and(30.2)%,respectively,with theresults for each period largely driven by non-cash adjustments.Our Adjusted EBITDA margin was 14.5%and 0.2%for the three months ended March 31,2025 and 2024,respectively,and was 17.2%and 3.6%forthe years

130、 ended December 31,2024 and 2023,respectively.See the section titled“Summary HistoricalConsolidated Financial and Other DataKey Performance Indicator and Non-GAAP Financial Measures”for a description of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of each measureto net loss,the mo

131、st directly comparable financial measure calculated in accordance with GAAP.As ofMarch 31,2025,we had an accumulated deficit of$275.8 million and$51.3 million of outstandingindebtedness(including outstanding amounts under the 2023 Convertible Notes and Revolving CreditFacility).See“Managements Discu

132、ssion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesShort-term note payable.”32025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm16/244TABLE OF CONTENTS Industry Backgroun

133、dPerformance marketing has become the dominant form of digital advertising in the United States andglobally.The rapid growth in this market has largely been driven by two major channelssearch and socialadvertisingand the success of these two channels is based on two key attributes.First,the ability

134、formarketers to leverage data to identify and reach specific target audiences.Second,the ability to measure andattribute ROAS(or other performance outcomes)of a campaign.Together,performance marketing enablesmarketers to analyze the impact of a campaign on a target audience and optimize a campaign t

135、o drive resultssuch as sales leads and app installs.Additionally,performance marketing enables marketers to spendbudgets efficiently.Despite the rapid growth of performance marketing on search and social,TV remains a leading advertisingchannel.TV is an integral part of everyday life and captures aud

136、iences with its diverse,highly captivatingcontent.Advertising on TV also benefits from its significant reach and scale,with our software platformenabling customers to reach an estimated 99%of TV households in the United States as of December 31,2024.Furthermore,according to eMarketer,the average Ame

137、rican household was expected to watchapproximately three hours of traditional TV per day in 2024,more than double the combined time spent onthe leading search and social platforms per day in the same period,according to market estimates.Moreover,the visual impact of TV advertising is amplified by th

138、e size of the medium,with ads displayed onlarge-screen formats,offering a more immersive experience compared to the compact format of socialdisplayed on smartphones and other small screen devices.As a result,traditional TV continues to be ahighly sought-after advertising channel for marketers.Given

139、its lack of effective targeting,measurementand attribution,however,marketers are migrating their spend to CTV and performance related marketingchannels.In recent years,the TV industry has been undergoing a digital revolution with the advent of new technologythat delivers TV over the Internet or CTV.

140、CTV continues to grow rapidly as consumers are empowered towatch what they want,when they want.Consumers watch content on CTV via SVOD or through free ormore affordable AVOD.Although initial adoption of CTV was driven by SVOD,AVOD is growing faster,and eMarketer estimates U.S.AVOD ad revenues will g

141、row by 23%in 2025,compared to an estimated U.S.SVOD subscription revenue growth of 10%.Netflix,Amazon Prime and other platforms are experiencingstrong growth,largely driven by consumers willingness to watch ad-supported content in lieu of payinghigher subscription fees.Furthermore,according to Deloi

142、tte,40%of consumers cancelled at least one paidSVOD subscription over a selected six-month period between 2023 and 2024.PTV leverages CTVs digital infrastructure,allowing marketers to engage with CTV audiences and measurecampaigns more effectively,similar to other digital channels such as social and

143、 search.For the first time,TV advertisers can accurately target,measure,and attribute campaign effectiveness.This powerfulcombination of targeting,measurement and attribution capabilities,along with the influence andengagement of a large screen TV format,positions PTV as a promising performance mark

144、eting channel formarketers of a broad range of sizes.Market Opportunity for PTVWe believe our PTV market opportunity sits at the center of three large advertising markets:performanceadvertising,traditional TV advertising,and CTV advertising.Performance Advertising:We expect to expand the performance

145、 advertising market while alsocapturing share from existing performance channels because PTV uniquely combines powerful TVad formats with the performance benefits of search and social to which marketers are alreadyaccustomed.According to Magna Global,United States performance marketing is estimated

146、torepresent$285.4 billion in ad spend in 2025 and is expected to grow at a 9.7%CAGR to$343.6 billion by 2027.Traditional TV Advertising:We also believe PTV addresses the needs of traditional TV brandmarketers,who are expected to spend approximately$50 billion annually between 2025 and 2027according

147、to eMarketer.They will benefit from the combination of full-screen non-skippablecommercial ad formats and data-driven targeting,measurement and optimization that historicallyhave not been available on traditional TV.42025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/d

148、ata/1891027/000110465925051227/tm2413466-20_s1a.htm17/244TABLE OF CONTENTS CTV Advertising:As CTV marketers are already aware of TV audiences shifting to CTV,and thebenefits of using data for enhanced targeting,measurement and attribution capabilities,we expect toattract a portion of CTV ad spend.Ou

149、r software platform enables these marketers to focus on drivingperformance-based outcomes,such as ROAS.The CTV ad market is expected to grow at a 12.5%CAGR from$33.4 billion in 2025 to$42.2 billion in 2027,according to eMarketer.CTV remains alarge and growing opportunity driven by the shift of linea

150、r advertising dollars(where a majority ofthe spend is today)to CTV,as well as the potential to attract new TV advertisers.Combined with its powerful ability to engage and influence audiences,PTV has the potential to delivercompelling ROAS relative to other performance marketing channels.Because PTV

151、can target audiences ofany size,it has the potential to open PTV advertising to marketers of a broad range of sizes,many of whomhave never advertised on TV before.We believe this direct-to-brand strategy can generate a high volume oflong-term customers that will continue to build over time.Our Near-

152、Term Market OpportunityToday,the customers we serve are primarily SMBs in the United States,with an estimated PTV serviceableaddressable market(“SAM”)opportunity of over$60 billion.We calculate our market opportunity usingbusiness count data sourced from Statista,focusing on the number of SMBs with

153、10-500 employees in 2023.Using data sourced from Zippia,businesses of this size generate,on average,annual sales of$8 million.Forthese businesses,data from Gartner assumes approximately 10%of sales go to marketing,with 5%ofmarketing budgets allocated to PTV advertising,according to management estima

154、tes.Multiplying thenumber of businesses with 10-500 employees of 1.5 million by the average PTV advertising budget ofapproximately$40,000 to$80,000 arrives at our SAM figure of$60 to$120 billion.As we continue to scale our platform,we expect that our SAM will expand as we capture more of themarketin

155、g budget at our customers,who are just beginning to leverage the benefits of data-drivenperformance marketing.While our immediate market opportunity centers around SMBs in the United States,our market penetration rate is only 0.2%and we have numerous long-term opportunities to extend ourplatform int

156、o new markets and channels such as larger global brands and international markets.We believethat these opportunities present a significant runway for our long-term growth as technologicaladvancements further disrupt CTV and performance marketing,and as we adapt the scope and capabilitiesof our core

157、platform.PTV has significant growth potential with multiple drivers and favorable market trends:Performance marketing is a massive market opportunity with significant growth potential.Performancemarketing has grown rapidly because of the digital infrastructure that enables search and social marketin

158、g.These channels allow marketers to spend ad budgets with the expectation that they can achieve ROAS orother specific campaign goals.Additionally,as marketers continue to be more data driven and resultsoriented,performance marketing channels will continue to capture additional share of the total adv

159、ertisingmarket.Performance marketers continue to test new channels and platforms to enhance and diversify theiradvertising.As demand for search and social increases,so does pricing,thereby reducing marketerscampaign ROAS and exacerbating the need for channel diversification.We believe that PTV has t

160、hepotential to be the preferred marketing channel and capture a significant share of performance marketingspend.Traditional TV has exceptional reach and engagement but is undergoing significant change.Advertising on TVbenefits from its significant reach and scale with an estimated 130 million unique

161、 TV households reached byus through December 2024.Furthermore in 2024,the average American household was expected to watchapproximately three hours of traditional TV per day.As a result,traditional TV continues to be a highlysought-after marketing channel,but only for those marketers who can afford

162、to advertise without effectivetargeting,measurement,and attribution capabilities.CTV audiences are large,growing and highly engaged,and are expected to continue to increaserapidly.According to eMarketer,CTV reached 234 million users in the United States each month in 2024.Consumption trends are equa

163、lly impressive,with U.S.consumers streaming approximately 23 million yearsof streaming content in 2024,a 10%increase from approximately 21 million years of streaming content in2023.CTV is the only platform that provides the combination of scale,engagement,and measurabilitysimilar to search and socia

164、l.52025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm18/244TABLE OF CONTENTS Rapidly increasing ad-supported content and corresponding CTV ad inventory.According to eMarketer,it isestimated that approximately 185 mil

165、lion Americans streamed ad-supported content in 2024,an increase of13%from 2023.According to Deloitte,as of March 2024,approximately 46%of households subscribed toat least one ad-supported tier of a paid service as part of their subscription lineup,and 57%used a free,ad-supported service.Additionall

166、y,according to Deloitte,40%of consumers cancelled at least one paid SVODsubscription over a selected six-month period between 2023 and 2024.As of November 2024,CTVrepresented 45.8%of total TV viewing time but only 32.5%of TV ad spend,creating a substantialopportunity as CTV ad spend normalizes to me

167、et this increasing audience engagement.Increasing need for software and technology to take full advantage of CTVs digital infrastructure.Marketers areincreasingly leveraging digital platforms.According to the State of Martech and Marketing Operations2023/2024 edition,83%of marketing organizations we

168、re expected to increase their technology spending in2024,with an average budget increase of approximately 11%.Marketers looking to take full advantage ofCTV,similar to how they use search and social,will require a purpose-built platform that offers targeting,measurement and attribution capabilities,

169、along with advanced algorithms to optimize and automate adbuying decisions in real time.Additionally,marketing platforms need to be easy-to-use while operating atimmense scale.Competitive StrengthsWe believe the following attributes and capabilities form our core strengths and provide us with acompe

170、titive advantage:Leading the Next Era of Performance Marketing.We are transforming CTV into what we believe willbecome a leading performance marketing channel.Our software platform combines the storytelling powerof TV advertising with the enhanced targeting,measurement and attribution capabilities o

171、f paid search andsocial advertising.We believe that our intuitive,accessible platform and direct-to-brand approach enablesmarketers to engage audiences through CTV as easily as they do in social or search,opening TV advertisingto brands of any size.As of March 31,2025,approximately 96%of our existin

172、g customers had neveradvertised on TV before,demonstrating that our platform is able to expand advertising capabilities beyondthe largest companies to potentially all performance marketers.Powering Unique Attribution for CTV.Our Verified Visits technology offers an attribution solution purpose-built

173、 for CTV advertising,giving marketers direct insight into which ad views subsequently drove salesleads or app install regardless of which device the consumer used and seamlessly integrating us with ourcustomers transactional data to tie campaigns to specific actions by their target households.Our La

174、rge and Growing Data and Technology Moat.We believe our expanding pool of data,alongside ouroptimization and measurement capabilities,provides us with a growing competitive advantage.We recentlyintroduced MNTN Matched which offers AI-based targeting that matches consumers with brands andproducts the

175、y are most likely to engage with to achieve our customers ROAS and other goals.Our Comprehensive Solution Serves Brands of a Broad Range of Sizes.We enable PTV advertising for brandsof a broad range of sizes and are increasingly becoming integral to their marketing strategies.Our platformhas an intu

176、itive,easy-to-use interface.Further,our proprietary platform offers our customers flexibility tospend marketing dollars at times and in amounts that make sense for them.Leading Position in CTV Ecosystem Powers Cost-Advantaged Flywheel.We believe we are the first mover andcategory creator of PTV.As a

177、 result of our first mover advantage in the PTV ecosystem,we benefit from apowerful flywheel effect.As a result of better performance and higher ROAS,our customers increase theirspend on our platform.As customer spend increases,we are able to engage premium TV networks on behalfof our customers and

178、negotiate preferential and more competitive pricing for premium ad inventory.Motivated to capture this large and growing opportunity of largely new TV advertisers,TV networks havereduced inventory prices to attract higher demand volume,which ultimately drives higher ROAS for ourcustomers.Go-to-Marke

179、t Model Allows for High Growth.Our revenue grew by 47.3%for the three months endedMarch 31,2025,compared to the three months ended March 31,2024,and by 27.9%for the year endedDecember 31,2024,compared to the year ended December 31,2023.Our direct-to-brand strategy hasenabled 62025/5/22 09:37tm241346

180、6-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm19/244TABLE OF CONTENTS us to achieve efficiencies in our sales cycle and rapidly onboard customers and grow over time.Thisstrategy has increased our inbound leads from 2%in 2020 to 64%in 2

181、024,evidencing the success of ourbrand awareness.For the three months ended March 31,2025,we incurred a net loss of$21.1 million,compared to net loss of$15.7 million for the three months ended March 31,2024.Our Adjusted EBITDAincreased from$85,000 for the three months ended March 31,2024 to$9.4 mill

182、ion for the three monthsended March 31,2025.We incurred$32.9 million of net loss and$38.8 million of Adjusted EBITDA for theyear ended December 31,2024,compared to$53.3 million of net loss and$6.3 million of AdjustedEBITDA for the year ended December 31,2023.See the section titled“Summary Historical

183、 ConsolidatedFinancial and Other DataKey Performance Indicator and Non-GAAP Financial Measures”for adescription and a reconciliation of Adjusted EBITDA to net loss,the most directly comparable financialmeasure calculated in accordance with GAAP.Founder-Led Management Team with Tech-Focused DNA.Our f

184、ounder and CEO,Mark Douglas,has morethan two decades of experience at leading technology companies and is a pioneer and thought leader in theperformance marketing industry.He leverages his deep knowledge and experience to lead a team ofengineers focused on constant innovation and delivering a best-i

185、n-class user experience.Additionally,ourmanagement team includes operators with decades of experience leading companies in technology,advertising and media,as well as influential voices who help extend our brand.Growth StrategiesWe believe we are in the early days of our market opportunity and are f

186、ocused on executing against ourmulti-pronged strategy to grow our business.We will continue to invest in technology,channels and marketsto deliver greater value to our customers.We expect our investment to enable us to extend our marketleadership and sustain our momentum around customer adoption.Our

187、 key growth strategies include:Bring New Advertisers to PTV.We believe all marketers,including those that have never advertised on TVbefore,are potential customers.The performance marketing industry is massive and growing as marketersspend more on digital platforms.For the years ended December 31,20

188、24 and 2020,we had$205.3 millionand$21.5 million in PTV revenue,respectively,representing a CAGR of 75.9%.We focus our sales andmarketing resources on acquiring marketers currently using paid search and social channels as well asexisting TV marketers.Additionally,we intend to continue to leverage re

189、lationships with agencies and otherpartners to bring additional marketers onto our platform.Increase Our Share of Existing Customers Ad Spend.We believe that our differentiated solution,purpose-built for CTV and performance marketing,as well as our innovation-driven strategy enables us to efficientl

190、yincrease spend from our existing customers.As brands meet and exceed their ROAS targets and the CTV admarket organically grows,we expect that they will increase spend for a given campaign or buy morecampaigns for other marketing needs.Increased usage and spend has generally resulted in increases in

191、 ourSMB Net Revenue Retention Rate,which was 108%for the year ended December 31,2024.Continuous Innovation Drives Increased Spend.Our commitment to product innovation is a key driver forbuilding and deepening relationships with our customers and fueling growth.We continuously improve ourtargeting,us

192、ability of data,measurement,attribution and campaign optimization capabilities,refine ouralgorithms and increase automation,all of which are intended to deliver higher ROAS for our customers.We recently introduced MNTN Matched which offers first of its kind targeting that matches consumers withbrand

193、s and products they are most likely to engage with to achieve our customers ROAS and other goals.As customers recognize this value,they continue to use our solutions as demonstrated by our growth in PTVCustomers from 142 in 2019 to 2,225 in 2024,representing a CAGR of 73.4%.As we continue to improve

194、our value proposition to marketers,we position ourselves to capture an increased share of marketing spend.Leverage Our Creative Offering.Because approximately 96%of our customers have never advertised on TVbefore,we offer creative solutions to enable them to create and refresh ads quickly and cost-e

195、ffectively,significantly reducing the friction in developing and launching campaigns.These solutions include access toQuickFrame,our marketplace of thousands of independent creators that can quickly produce custom,cost-effective professional TV ads.We believe our solutions offer our customers a comp

196、rehensive and accessibleapproach to developing TV ads and is particularly relevant for customers who have never developed TVadvertising before.We expect to be able to leverage insights from our deep,growing creative dataset toidentify,72025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.g

197、ov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm20/244TABLE OF CONTENTS deliver and measure personalized content that maximizes consumers interest,engagement and likelihood topurchase or take other action,thereby continuing to increase our customers ROAS over time.Develop and P

198、romote the MNTN Brand.We utilize our revolutionary PTV platform to promote our brand bystreaming MNTN-branded TV ads into the homes of performance marketers.We also leverage our socialmedia presence,public relations efforts,and content marketing through the production of original guides,reports,and

199、other research that establishes us as a thought leader in PTV.We believe that our brandmarketing is a key differentiator for our business and our team includes influential voices who help usextend our brand.Extend Platform into Adjacent Markets and Channels.We have numerous long-term opportunities t

200、o extendour platform into new markets and channels including large global brands and international markets.Acquisitions.We may opportunistically acquire businesses that bolster our product offering,team,customerbase and overall differentiation in the market,thereby accelerating our growth.Our Platfo

201、rmWe believe that we are transforming CTV into a powerful,next-generation performance marketing channel.In the same way that paid search and paid social introduced performance marketing in digital channels,ourleading software platform brings performance marketing to CTV.We enable brands of a broad r

202、ange of sizesto launch highly targeted CTV ads,measure and attribute performance and optimize campaigns in a highlyautomated manner.Our comprehensive platform offers end-to-end solutions for accessing premium CTV adinventory,including audience selection,campaign budgeting and goal setting,creative s

203、et up,campaignlaunch,and measurement and reporting.Our platform was designed with enterprise-grade workflows inmind,but its user interface allows for easy navigation and minimizes dedicated resources needed to launchand manage campaigns at scale.Our Business ModelOur revenue is generated through usa

204、ge-based fees from customers based on their level of ad spend.Wegenerally collect revenue directly from the customer.The customer selects the amount they wish to spend onour platform for a given campaign,and our platform allocates that budget with the intention to generate thehighest ROAS for the cu

205、stomer.We purchase premium ad inventory through both negotiated arrangementsdirectly with premium TV networks and Supply Side Platforms.Our customers are invoiced based on theamount they spend on a campaign.Summary Risk FactorsOur business is subject to a number of risks that you should be aware of

206、before making an investmentdecision.You should carefully consider all of the information set forth in this prospectus and,in particular,should evaluate the specific factors set forth under“Risk Factors”in deciding whether to invest in our ClassA common stock.Among these important risks are the follo

207、wing:reduced growth and expansion of CTV and performance marketers using CTV,including if theadoption of CTV by customers develops more slowly than we expect,as well as the reduced growthand expansion of our PTV platform;our dependence on a limited number of large customers and the inability to attr

208、act new customers,expand existing customer usage of our platform or achieve our customers ROAS and othercampaign goals;reduced demand for advertising,including factors that affect the level of demand and resultingamount of spend on general and digital advertising,such as economic downturns,global co

209、nflicts,including those in Ukraine,the Middle East and tensions between China and Taiwan,terroristattacks,supply chain shortages,interest rate volatility and inflation and any health epidemics orother contagious outbreaks;seasonal fluctuations in the demand for digital advertising and our solutions;

210、inability to manage our growth effectively,and maintain the quality of our platform as we expand;82025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm21/244TABLE OF CONTENTS failure of our sales and marketing efforts t

211、o yield the results we seek;our product development and innovation may be inefficient or ineffective;errors,defects,or unintended performance problems with our platform,including relating to our useof AI technologies;our ability to integrate,use and maintain AI technologies in our products and solut

212、ions and therapidly evolving regulatory and legal requirements associated with AI technologies;changes or developments in the laws,regulations and industry requirements related to data privacy,data protection,information security and consumer protection,and failure to comply with such laws,regulatio

213、ns and industry requirements;inability to collect,use,and disclose data,including the use of pixels or other similar technologies;incurrence of cyberattacks or privacy or data breaches;inability to maintain our corporate culture as we grow,including if we fail to attract,retain,andmotivate key perso

214、nnel;andthe dual-class structure of our common stock will have the effect of concentrating voting power withholders of our Class B common stock,who will have significant influence over us.Corporate History and InformationMNTN,Inc.was incorporated as a Delaware corporation in April 2009.Our corporate

215、 headquarters islocated at 823 Congress Avenue,#1827,Austin,Texas,and our telephone number is(877)978-3354.Ourwebsite is .Information contained on or that can be accessed through our website is notincorporated by reference into this prospectus and does not constitute a part of this prospectus.After

216、the closing of this offering,our executive officers,directors and principal stockholders each holdingmore than 5%of our outstanding capital stock will collectively own approximately 64.0%of ouroutstanding capital stock(or approximately 62.4%of our outstanding capital stock if the underwritersoption

217、to purchase additional shares from the selling stockholders is exercised in full)and holdapproximately 92.0%of the voting power in MNTN(or approximately 91.4%if the underwriters option topurchase additional shares from the selling stockholders is exercised in full).This may limit the ability ofprosp

218、ective investors in this offering to influence us and our corporate decision-making.See“Risk FactorsRisks Related to this Offering and Ownership of Our Class A Common StockThe dual-class structure ofour common stock will have the effect of concentrating voting power with holders of our Class B commo

219、nstock,who will have significant influence over us and,if acting together,will be able to control mattersrequiring stockholder approval.”Implications of Being an Emerging Growth CompanyAs a company with less than$1.235 billion in revenue during our most recently ended fiscal year,wequalify as an“eme

220、rging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(“JOBS Act”).An emerging growth company may take advantage of specified reduced reporting and otherrequirements that are otherwise applicable generally to public companies.These provisions include,amongother exemptions

221、,that:we are permitted to have only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and Results of Operations disclosure;we are not required to engage an auditor to report on our internal controls over financial report

222、ingpursuant to Section 404(b)of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”);we are not required to comply with any requirement that may be adopted by the Public CompanyAccounting Oversight Board(the“PCAOB”)regarding mandatory audit firm rotation or asupplement to the auditors report prov

223、iding additional information about the audit and the financialstatements(i.e.,an auditor discussion and analysis);we are not required to submit certain executive compensation matters to stockholder advisory votes,such as“say-on-pay,”“say-on-frequency”and“say-on-golden parachutes;”and 92025/5/22 09:3

224、7tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm22/244TABLE OF CONTENTS we are not required to disclose certain executive compensation related items such as the correlationbetween executive compensation and performance and compa

225、risons of the chief executive officerscompensation to median employee compensation.We may take advantage of these provisions until the last day of our fiscal year following the fifthanniversary of the closing of this offering or such earlier time that we are no longer an emerging growthcompany.We wi

226、ll cease to be an emerging growth company if(i)we have more than$1.235 billion inannual revenue in any fiscal year,(ii)if we qualify as a“large accelerated filer,”as defined in the rulesunder the Securities Exchange Act of 1934,as amended(the“Exchange Act”),which will occur if themarket value of our

227、 common stock held by non-affiliates exceeds$700 million as of the end of our mostrecently completed second fiscal quarter,we have been subject to the Exchange Act reporting requirementsfor at least 12 calendar months and we have filed at least one Annual Report on Form 10-K,or(iii)we issuemore than

228、$1.0 billion of non-convertible debt over a three-year period.We have elected to take advantageof certain of the reduced reporting and other obligations described above in the registration statement ofwhich this prospectus forms a part,and intend to take advantage of reduced reporting requirements i

229、n thefuture for so long as we are able to do so.As a result of this election,the information that we providestockholders may be different than the information you might get from other public companies in which youhold equity.We cannot predict whether investors may find our Class A common stock less

230、attractive as aresult.See“Risk FactorsRisks Related to this Offering and Ownership of Our Class A Common StockWe are an“emerging growth company”and we cannot be certain if the reduced disclosure requirementsapplicable to emerging growth companies will make our Class A common stock less attractive to

231、 investors.”The JOBS Act also permits an emerging growth company like us to take advantage of an extended transitionperiod for complying with new or revised accounting standards applicable to public companies.In otherwords,an emerging growth company can delay the adoption of certain accounting stand

232、ards until thosestandards would otherwise apply to private companies.We have elected to use this extended transitionperiod for complying with new or revised accounting standards until the earlier of the date we(x)are nolonger an emerging growth company,or(y)affirmatively and irrevocably opt-out of t

233、he extended transitionperiod provided in the JOBS Act.As a result,our consolidated financial statements and the reported resultsof operations contained therein may not be directly comparable to those of other public companies.102025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archi

234、ves/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm23/244TABLE OF CONTENTS THE OFFERINGClass A common stock offered by us8,400,000 shares.Class A common stock offered bythe selling stockholders3,300,000 shares.Underwriters option to purchaseadditional shares of Class Acommon stock offered

235、 by theselling stockholdersThe selling stockholders have granted the underwriters a 30-dayoption to purchase up to 1,755,000 additional shares of our Class Acommon stock at the initial public offering price less underwritingdiscounts and commissions.Class A common stock to beoutstanding after this o

236、ffering47,430,010 shares(or 48,506,943 shares if the underwritersexercise their option to purchase additional shares of our Class Acommon stock from the selling stockholders in full).Class B common stock to beoutstanding after this offering29,891,483 shares(or 28,991,483 shares if the underwritersex

237、ercise their option to purchase additional shares of our Class Acommon stock from the selling stockholders in full).Total Class A and Class B commonstock to be outstanding after thisoffering77,321,493 shares(or 77,498,426 shares if the underwritersexercise their option to purchase additional shares

238、of our Class Acommon stock from the selling stockholders in full).Use of proceedsWe expect to receive net proceeds from this offering ofapproximately$109.2 million,assuming an initial public offeringprice of$15.00 per share,which is the midpoint of the price rangeset forth on the cover page of this

239、prospectus,after deductingunderwriting discounts and commissions and estimated offeringexpenses payable by us.We will not receive any proceeds from thesale of shares of our Class A common stock by the sellingstockholders in this offering,including upon the sale of shares ofour Class A common stock b

240、y the selling stockholders if theunderwriters exercise their option.The principal purposes of this offering are to increase ourcapitalization and financial flexibility and create a public marketfor our common stock.As of the date of this prospectus,we do nothave a specific plan for the net proceeds

241、to us from this offering.However,we currently intend to use the net proceeds from thisoffering for general corporate purposes,including to fund ourgrowth,technology development,working capital,and operatingexpenses.Additionally,we may use a portion of the net proceeds toacquire complementary busines

242、ses,products,services,ortechnologies;however,we do not have agreements orcommitments for any material acquisitions or investments at thistime.We will have broad discretion in the way that we use the netproceeds of this offering.See“Use of Proceeds.”Voting rightsUpon completion of this offering,we wi

243、ll have two classes ofcommon stock,our Class A common stock and our Class Bcommon stock.The rights of holders of our Class A common stock 112025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm24/244TABLE OF CONTENTS an

244、d our Class B common stock will be identical,except withrespect to voting,conversion and transfer rights.Each share of ourClass A common stock will be entitled to one vote.Each share ofour Class B common stock will be entitled to 10 votes and will beconvertible at any time into one share of our Clas

245、s A commonstock,and mandatorily convertible upon the occurrence of certainevents,as further described in“Description of Capital Stock.”Following the completion of this offering,the holders of ourClass B common stock will hold 86.3%of the voting power of ouroutstanding capital stock(or 85.7%if the un

246、derwriters exercisetheir option to purchase additional shares of our Class A commonstock from the selling stockholders in full).These holders of ouroutstanding Class B common stock,which include entitiesaffiliated with Mark Douglas,Baroda Ventures,Bonfire Ventures,Greycroft,Qualcomm and MGD Holdings

247、(the“ExchangeStockholders”),will have a significant influence over us,whichwill limit your ability to influence corporate matters,including theelection of our directors and the approval of any change of controltransaction.See“Principal and Selling Stockholders”and“Description of Capital Stock”for ad

248、ditional information.Directed Share ProgramAt our request,the underwriters have reserved up to 5.0%of theshares of Class A common stock to be issued by us and offeredunder this prospectus,for sale at the initial public offering pricethrough a directed share program to certain individuals identifiedb

249、y our management.The number of shares of Class A common stock available for saleto the general public will be reduced by the number of reservedshares sold pursuant to this program.Any reserved shares of ClassA common stock that are not so purchased will be offered by theunderwriters to the general p

250、ublic on the same terms as the othershares of our Class A common stock offered by this prospectus.Morgan Stanley&Co.LLC,an underwriter in this offering,willadminister our directed share program.See the section titled“UnderwritersDirected Share Program”foradditional information.Indication of Interest

251、Certain funds and accounts under management by subsidiaries ofBlackRock have,severally and not jointly,indicated an interest inpurchasing up to an aggregate of$30.0 million in Class A commonstock in this offering at the initial public offering price.Becausethis indication of interest is not a bindin

252、g agreement orcommitment to purchase,BlackRock may determine to purchasemore,less or no shares in this offering,or the underwriters maydetermine to sell more,less or no shares to BlackRock.Theunderwriters will receive the same underwriting discounts andcommissions on any of our shares of Class A com

253、mon stockpurchased by BlackRock as they will from any other shares ofClass A common stock sold to the public in this offering.Risk factorsInvesting in our common stock involves a high degree of risk.See“Risk Factors”beginning on page 20 and the other information inthis prospectus for a discussion of

254、 the factors you should considerbefore you decide to invest in our common stock.122025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm25/244TABLE OF CONTENTS Proposed NYSE symbol“MNTN.”The number of shares of our commo

255、n stock to be outstanding after this offering is based on 39,030,010shares of our Class A common stock and 29,891,483 shares of our Class B common stock outstanding as ofMarch 31,2025,after giving effect to the Preferred Stock Conversion,the Reclassification,the ConvertibleNotes Conversions,Share Pu

256、rchase and the Class B Stock Exchange(each as described below),in each caseas if they had occurred on March 31,2025,and excludes:7,939,716 shares of our Class A common stock issuable upon the exercise of stock optionsoutstanding as of March 31,2025 under our 2009 Equity Incentive Plan,QuickFrame Inc

257、.2018Stock Plan and Amended and Restated 2021 Equity Incentive Plan(collectively,the“ExistingPlans”),at a weighted average exercise price of$11.57 per share;11,810,410 shares of our Class B common stock issuable upon the exercise of stock optionsoutstanding as of March 31,2025 under our Amended and

258、Restated 2021 Equity Incentive Plan,at aweighted average exercise price of$3.79 per share,after giving effect to the Incentive PlanAmendment described below;up to 534,388 shares of our Class A common stock issuable upon the exercise of a warrant issued in2018(the“2018 Warrant”)at an exercise price o

259、f$0.01 per share;the shares of our Class A common stock issuable upon the exercise of warrants issued in Januarythrough May 2023(the“2023 Warrants”)at an exercise price of$0.01 per share,which 2023Warrants will terminate in connection with this offering before the date they otherwise would havebecom

260、e exercisable.See“Certain Relationships and Related Party Transactions2023 ConvertibleNotes;”11,153,015 shares of our Class A common stock(including 188,728 shares of Class A common stockwith respect to a certain stock option that will be automatically granted to Mr.Innes upon completionof this offe

261、ring and to have an exercise price per share equal to the initial public offering price)reserved for issuance under our 2025 Equity Incentive Plan(the“2025 Plan”),which will becomeeffective upon filing and effectiveness of the Post-IPO Certificate of Incorporation,as well as anyfuture increases in t

262、he number of shares of our Class A common stock reserved for issuance underthe 2025 Plan;and1,115,301 shares of our Class A common stock reserved for future issuance under our 2025Employee Stock Purchase Plan(“ESPP”),which will become effective upon filing and effectivenessof the Post-IPO Certificat

263、e of Incorporation,as well as any future increases in the number of sharesof our Class A common stock reserved for issuance under the ESPP.See the section titled“Executive CompensationEquity Compensation Plans”for additional informationregarding our 2025 Plan and ESPP.Unless otherwise noted,the info

264、rmation in this prospectus reflects and assumes the following:the conversion of all outstanding shares of our convertible preferred stock into an aggregate of41,994,022 shares of our common stock in connection with the closing of this offering(the“Preferred Stock Conversion”);the filing and effectiv

265、eness of our amended and restated certificate of incorporation(the“Post-IPOCertificate of Incorporation”),which,among other things,will reclassify all outstanding shares ofour common stock(including the shares issued in the Preferred Stock Conversion)into an equalnumber of shares of Class A common s

266、tock(the“Reclassification”),and the adoption of ouramended and restated bylaws(the“Post-IPO Bylaws”),which will become effective upon the filingof our Post-IPO Certificate of Incorporation;(i)the First Convertible Notes Conversion of an aggregate principal amount of$23.1 million(plusaccrued and unpa

267、id interest)of 2023 Convertible Notes into an aggregate of 4,060,188 shares of ourClass A common stock,based on the First Conversion Price(assuming the initial public offeringprice is$15.00 per share,which is the midpoint of the price range set forth on the cover page of thisprospectus)and(ii)(x)the

268、 Second Conversion Repayment of cash equal to the aggregate principal 132025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm26/244TABLE OF CONTENTS amount of$24.0 million(plus accrued and unpaid interest)and(y)the Seco

269、nd Convertible NotesConversion of an aggregate principal amount of$24.0 million(plus accrued and unpaid interest)of2023 Convertible Notes into an aggregate of 2,400,000 shares of our Class A common stock,basedon the Second Conversion Price(assuming the initial public offering price is$15.00 per shar

270、e,whichis the midpoint of the price range set forth on the cover page of this prospectus)(see“CertainRelationships and Related Party Transactions2023 Convertible Notes”and the paragraph below);668,362 shares of our Class A common stock that will be purchased by us in connection with theShare Purchas

271、e for an aggregate purchase price of$10.0 million based on the IPO Conversion Price(see“Certain Relationships and Related Party Transactions2023 Convertible Notes”and theparagraph below);the exchange of an aggregate of 29,891,483 shares of Class A common stock held by the ExchangeStockholders,for an

272、 equivalent number of shares of our Class B common stock,to be effected inconnection with the closing of this offering pursuant to the terms of an exchange agreement enteredinto with us(the“Class B Stock Exchange”);no exercise of outstanding options or warrants,except as described above;the amendmen

273、t and restatement of the 2021 Equity Incentive Plan so that any equity awards heldprior to this offering by our founder and CEO under the 2021 Equity Incentive Plan may beexercisable for Class B common stock,to be effected upon filing and effectiveness of the Post-IPOCertificate of Incorporation(the

274、“Incentive Plan Amendment”);andno exercise of the underwriters option to purchase additional shares of our Class A common stockfrom the selling stockholders.We entered into an Omnibus Amendment and Note Conversion Agreement(the“Note ConversionAmendment”)on April 1,2025 with the holders of the subord

275、inated convertible promissory notes issued byus(the“2023 Convertible Notes”).The terms of the Note Conversion Amendment provide that an aggregateprincipal amount of$23.1 million of the 2023 Convertible Notes(plus accrued and unpaid interest)willconvert into a number of shares of our Class A common s

276、tock at closing of this offering(the“FirstConvertible Notes Conversion”)at a ratio based on the First Conversion Price.The“First Conversion Price”is(a)with respect to the conversion of the principal amount of such 2023 Convertible Notes,an amountequal to the lesser of(x)40.0%of the initial public of

277、fering price and(y)$9.18612 and(b)with respect tothe conversion of the interest on such 2023 Convertible Notes,an amount equal to the lesser of(x)theinitial public offering price and(y)$22.9653.In addition,the remaining 2023 Convertible Notes will(x)with respect to an aggregate principal amount of$2

278、4.0 million(plus accrued and unpaid interest),be repaidin cash(the“Second Conversion Repayment”)and(y)with respect to the principal amount of$24.0 million,convert into a number of shares of our Class A common stock(the“Second Convertible Notes Conversion”and,together with the First Convertible Notes

279、 Conversion,the“Convertible Notes Conversions”)at a ratiobased on the Second Conversion Price.The“Second Conversion Price”is the lower of(a)66.6667%of theinitial public offering price per share of Class A common stock and(b)$15.3102.Consequently,the numberof shares of our Class A common stock to be

280、issued upon the Convertible Notes Conversions,the ratio atwhich such notes will convert,and the number of shares of our Class A common stock to be outstandingfollowing this offering depends in part on the initial public offering price in this offering.Additionally,pursuant to the terms of the Note C

281、onversion Amendment,certain holders of the 2023Convertible Notes converting in connection with the First Convertible Notes Conversion have irrevocablyelected to cause us to purchase an aggregate of 668,362 shares of our Class A common stock at the lower of(a)the initial public offering price per sha

282、re of Class A common stock and(b)$22.9653(such price,the“IPO Conversion Price,”and such purchase,the“Share Purchase”).The number of shares of our Class Acommon stock to be outstanding following this offering will depend in part on the initial public offeringprice in this offering.142025/5/22 09:37tm

283、2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm27/244TABLE OF CONTENTS For illustrative purposes only,the table below shows the total number of outstanding shares of our Class Acommon stock expected to be outstanding after this of

284、fering at various initial public offering pricesfollowing the Convertible Notes Conversions and the Share Purchase:Assumed Public Offering Price($)Shares of Class A CommonStock Issued Pursuant tothe Convertible Notes Conversions,Less Shares Purchased inthe Share Purchase Total Shares ofClass A Commo

285、n Stock OutstandingAfter This Offering$12.00 7,239,783 48,877,967$13.00 6,682,872 48,321,056$14.00 6,205,522 47,843,706$15.00 5,791,826 47,430,010$16.00 5,429,837 47,068,021$17.00 5,110,430 46,748,614$18.00 4,826,518 46,464,702 152025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Arc

286、hives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm28/244TABLE OF CONTENTS SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATAThe following tables present our summary historical consolidated financial and other data.We have derivedthe summary consolidated statements of operations d

287、ata for the years ended December 31,2024 and 2023and the summary consolidated balance sheet data as of December 31,2024 from our audited consolidatedfinancial statements included elsewhere in this prospectus.The unaudited condensed consolidatedstatements of operations for the three months ended Marc

288、h 31,2025 and 2024 and the unaudited condensedconsolidated balance sheet as of March 31,2025 have been derived from our unaudited condensedconsolidated financial statements included elsewhere in this prospectus.The unaudited condensedconsolidated financial statements set forth below have been prepar

289、ed on the same basis as our auditedconsolidated financial statements and,in the opinion of management,reflect all adjustments,consisting onlyof normal recurring adjustments,that are necessary for the fair statement of such data.The results ofoperations for the periods presented below are not necessa

290、rily indicative of the results to be expected forany other future period.You should read this data together with our consolidated financial statements andrelated notes included elsewhere in this prospectus and the section titled“Managements Discussion andAnalysis of Financial Condition and Results o

291、f Operations.”Three Months Ended March 31,Years Ended December 31,2025 2024 2024 2023 (dollar amounts in thousands,except share and per share amounts)Consolidated Statements of Operations Data:Revenue$64,512$43,811$225,571$176,302 Cost of revenues 19,835 15,012 64,051 52,889 Gross profit 44,677 28,7

292、99 161,520 123,413 Operating expenses:Technology and development 9,608 7,806 32,662 27,870 Sales and marketing 21,664 17,286 76,102 72,841 General and administrative 20,471 12,662 51,772 55,415 Amortization of acquired intangibles 658 658 2,630 13,398 Total operating expenses 52,401 38,412 163,166 1

293、69,524 Operating loss (7,724 (9,613 (1,646 (46,111 Other(expense)income:Interest expense,net (1,155 (2,943 (6,920 (10,078 Other(expense)income,net (16,541 (3,132 (18,525 3,488 Total other(expense)income (17,696 (6,075 (25,445 (6,590 Loss before income tax provision (25,420 (15,688 (27,091 (52,701 In

294、come tax(benefit)expense (4,309 11 5,786 577 Net loss (21,111 (15,699 (32,877 (53,278 Net loss attributable to common stockholders$(21,111$(15,699$(32,877$(53,278 Net loss per share attributable to commonstockholders,basic and diluted:$(1.41$(1.17$(2.38$(3.99 Weighted average shares outstanding used

295、 to computenet loss per share attributable to commonstockholders(in thousands),basic and diluted:15,024,100 13,421,654 13,813,436 13,347,432 Pro forma net loss per share(unaudited),basic anddiluted:$(0.05$(0.12 Weighted average shares of common stock used tocompute pro forma net loss per share(unaud

296、ited),basic and diluted:62,809,948 61,599,284 16(1)(1)(2)(2)(3)(3)2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm29/244(1)(2)(3)(4)(5)(6)TABLE OF CONTENTS Three Months Ended March 31,Years Ended December 31,2025 2

297、024 2024 2023 (dollar amounts in thousands,except share and per share amounts)Consolidated Statements of Cash Flows Data:Net cash provided by(used in)operating activities$1,969$(8,092$42,548$17,974 Net cash used in investing activities (3,013 (1,911 (9,949 (52,713 Net cash provided by(used in)financ

298、ing activities 744 (1,922 (5,005 38,799 As ofDecember 31,2024 As of March 31,2025 Actual Actual As Adjusted As FurtherAdjusted (unaudited)(unaudited)(in thousands)Consolidated Balance Sheet Data:Cash and cash equivalents$82,562$82,262$45,093$154,288 Working capital 3,147 (4,067 51,585 160,780 Total

299、assets 238,744 247,813 210,644 319,839 Redeemable convertible preferred stock 168,888 168,888 Total stockholders deficit (107,599 (113,907 118,466 226,822 Includes stock-based compensation expense as follows:Three Months Ended March 31,Years Ended December 31,2025 2024 2024 2023 (in thousands)Cost o

300、f revenues$234$244$948$1,281 Technology and development 769 512 2,250 1,604 Sales and marketing 1,148 887 3,764 2,937 General and administrative 11,909 6,160 24,237 28,994 Total$14,060$7,803$31,199$34,816 See note 3 to our consolidated financial statements included elsewhere in this prospectus for a

301、n explanation of the method used tocalculate our historical basic and diluted net loss per share.Reflects the Preferred Stock Conversion,the Reclassification,the Convertible Notes Conversions,the Share Purchase and theClass B Stock Exchange,as if each event had occurred at the beginning of each peri

302、od presented.The unaudited pro forma netloss per share does not include shares being offered in this offering.Reflects the Preferred Stock Conversion,the Reclassification,the Convertible Notes Conversions,the Share Purchase and theClass B Stock Exchange,as if each event had occurred on March 31,2025

303、.Further reflects the sale by us of 8,400,000 shares of our Class A common stock in this offering at the assumed initial publicoffering price of$15.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus,afterdeducting the estimated underwriting discounts

304、 and commissions and estimated offering expenses payable by us.Each$1.00increase(decrease)in the assumed initial public offering price of$15.00 per share,which is the midpoint of the price range setforth on the cover page of this prospectus,would increase(decrease)the as further adjusted amount of e

305、ach of cash,workingcapital,total assets and total stockholders(deficit)equity by approximately$7.8 million,assuming that the number of sharesoffered by us,as set forth on the cover page of this prospectus,remains the same and after deducting the estimated underwritingdiscounts and commissions and es

306、timated offering expenses payable by us.Similarly,each increase(decrease)of 1.0 millionshares in the number of shares offered by us at the assumed initial public offering price would increase(decrease)each of cash,working capital,total assets and total stockholders deficit by approximately$14.0 mill

307、ion,assuming the shares of our Class Acommon stock offered by this prospectus are sold at the assumed initial public offering price of$15.00 per share,which is themidpoint of the price range set forth on the cover page of this prospectus,and after deducting the estimated underwritingdiscounts and co

308、mmissions and estimated offering expenses payable by us.The as further adjusted information discussed aboveis illustrative only and will be adjusted based on the actual initial public offering price,the number of shares we sell and otherterms of this offering that will be determined at pricing.We de

309、fine working capital as total current assets minus total current liabilities.17)(4)(4)(5)(6)2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm30/244(1)(2)TABLE OF CONTENTS Key Performance Indicator and Non-GAAP Finan

310、cial Measures:In addition to the measures presented in our consolidated financial statements,we use the following keyperformance indicator and non-GAAP financial measures to evaluate the health of our business,measureour performance,identify trends affecting our growth,formulate goals and objectives

311、 and make strategicdecisions.The following table summarizes our key performance indicator and non-GAAP financialmeasures for each period presented below,which are unaudited.Three Months Ended March 31,Years Ended December 31,2025 2024 2024 2023 PTV Customers(twelve months ended)2,647 1,578 2,225 1,4

312、26 Net loss(in thousands)$(21,111$(15,699$(32,877$(53,278 Adjusted EBITDA(in thousands)$9,361$85$38,803$6,268 Net loss margin (32.7 (35.8 (14.6 (30.2 Adjusted EBITDA margin 14.5 0.2 17.2 3.6 See the section titled“Managements Discussion and Analysis of Financial Condition and Results of OperationsKe

313、yPerformance Indicator and Non-GAAP Financial MeasuresPTV Customers”included elsewhere in this prospectus for adescription and additional information of this key performance indicator.Adjusted EBITDA is defined as net loss adjusted to exclude depreciation and amortization,interest income(expense)and

314、 incometax(benefit)expense,as further adjusted to exclude stock-based compensation expense,fair value adjustments on outstandingwarrants,contingent liabilities and embedded derivatives,acquisition costs and legal settlements,which are items that we believeare not indicative of our core operating per

315、formance.Adjusted EBITDA margin is defined as Adjusted EBITDA divided byrevenue.Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of our performance,are not defined by or presentedin accordance with GAAP and should not be considered in isolation or as an alternative to net loss,ne

316、t loss margin or any otherperformance measure prepared in accordance with GAAP.Adjusted EBITDA and Adjusted EBITDA margin are presentedbecause we believe that they provide useful supplemental information to investors,analysts,and rating agencies regarding ouroperating performance and our capacity to

317、 incur and service debt and are frequently used by these parties in evaluatingcompanies in our industry.By presenting Adjusted EBITDA and Adjusted EBITDA margin,we provide a basis for comparison ofour business operations between periods by excluding items that we do not believe are indicative of our

318、 core operatingperformance.We believe that investors understanding of our performance is enhanced by including these non-GAAP financialmeasures as a reasonable basis for comparing our ongoing results of operations.Additionally,management uses AdjustedEBITDA and Adjusted EBITDA margin as supplemental

319、 measures of our performance because they assist us in comparing theoperating performance of our business on a consistent basis between periods,as described above.Although we use Adjusted EBITDA and Adjusted EBITDA margin as described above,Adjusted EBITDA and Adjusted EBITDAmargin have significant

320、limitations as analytical tools.Some of these limitations include:such measures do not reflect our cash expenditures,or future requirements for capital expenditures or contractualcommitments;such measures do not reflect changes in,or cash requirements for,our working capital needs;such measures do n

321、ot reflect the interest expense,or the cash requirements necessary to service interest or principalpayments on our debt;such measures do not reflect our tax expense or the cash requirements to pay our taxes;although depreciation and amortization are non-cash charges,the assets being depreciated and

322、amortized will often haveto be replaced in the future and such measures do not reflect any cash requirements for such replacements;andother companies in our industry may calculate such measures differently than we do,thereby further limiting theirusefulness as comparative measures.Due to these limit

323、ations,Adjusted EBITDA and Adjusted EBITDA margin should not be considered as a measure of discretionarycash available to us to invest in the growth of our business.We compensate for these limitations by relying primarily on ourGAAP results and using these non-GAAP measures only supplementally.As no

324、ted in the table below,Adjusted EBITDA andAdjusted EBITDA margin includes adjustments for items that we believe are not indicative of our core operating performance.Itis reasonable to expect that these items will occur in future periods.However,we believe these adjustments are appropriatebecause the

325、 amounts recognized can vary significantly from period-to-period,do not directly relate to the ongoing operations ofour business and complicate comparisons of our internal operating results between periods and with the operating results of othercompanies over time.Each of the normal recurring adjust

326、ments and other adjustments described in this paragraph and in thereconciliation table below help management with a measure of our core operating performance over time by removing items thatare not related to day-to-day operations.Nevertheless,because of the limitations described above,management do

327、es not viewAdjusted EBITDA and Adjusted EBITDA margin in isolation and also uses other measures,such as revenue,operating loss andnet loss,to measure operating performance.18(1)(2)%)%)%)%(2)%2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/00011046592505

328、1227/tm2413466-20_s1a.htm31/244(1)(2)(3)(4)(5)(6)TABLE OF CONTENTS The following table reconciles Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financialperformance measure,which is net loss:Three Months Ended March 31,Years Ended December 31,2025 2024 2024 2023 (in

329、 thousands)Net loss$(21,111$(15,699$(32,877$(53,278 Interest expense,net 1,155 2,943 6,920 10,078 Income tax(benefit)expense (4,309 11 5,786 577 Depreciation and amortization expense 2,144 1,859 8,345 17,347 EBITDA (22,121 (10,886 (11,826 (25,276 Stock-based compensation expense 14,060 7,803 31,199

330、34,816 Embedded derivative fair value adjustment 16,574 2,568 16,004 Warrant fair value adjustment (39 887 2,899 160 Contingent liability fair value adjustment (329 (329 (3,531 Acquisition costs 827 42 542 106 Legal settlement 60 314 (7 Adjusted EBITDA$9,361$85$38,803$6,268 Adjusted EBITDA margin 14

331、.5 0.2 17.2 3.6 Represents non-cash expenses related to equity-based compensation programs,which vary from period-to-perioddepending on various factors including the timing,number,and the valuation of awards.Represents the change in fair value of our embedded derivative liabilities.Represents the ch

332、ange in fair value of our warrant liabilities.Represents the change in fair value of our contingent liabilities.Represents transaction costs,including professional fees,incurred in connection with the acquisition of QuickFrame.Represents a certain legal settlement related to non-recurring legal proc

333、eedings recognized during the period.19)(1)(2)(3)(4)(5)(6)%2025/5/22 09:37tm2413466-20_s1a-block-42.229128shttps:/www.sec.gov/Archives/edgar/data/1891027/000110465925051227/tm2413466-20_s1a.htm32/244TABLE OF CONTENTS RISK FACTORSInvesting in our Class A common stock involves a high degree of risk.You should consider and readcarefully all of the risks and uncertainties described below,as well as ot