Elauwit Connection Inc美股招股说明书(2025-11-04版)

ELAUWIT CONNECTION,INC. This is an initial public offering of shares of our common stock. We are offering on a firm commitment basis, shares of common stock, par value$0.0001 per share (“common stock”). The initial public offering price per share of common stock is $9.00. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on the NasdaqCapital Market (“Nasdaq”) under the symbol “ELWT.” If we otherwise determine that we will not be able to secure the listing of our common stockon Nasdaq, we will not complete this offering. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary —Implications of Being an Emerging Growth Company and Smaller Reporting Company.” Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning onpage7 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)Craig-Hallum will be due no less than 80% of the underwriting discount and Maxim Group LLC will be due no less than 20% of theunderwriting discount.We have also agreed to issue warrants to purchase shares common stock to the representative of the underwriters andreimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” for additional information regarding totalunderwriting compensation, including information on underwriting discounts and offering expenses. Upon the closing of this offering, we will issue to Craig-Hallum Capital Group LLC (“Craig-Hallum”) or its designee, as the representative ofthe underwriters in this offering, warrants entitling it to purchase a number of shares of common stock equal to 7.0% of the shares of common stocksold in this offering at an exercise price equal to 115% of the public offering price in this offering (the “Representative’s Warrants”). TheRepresentative’s Warrants shall be exercisable six months after the effective date of the registration statement of which this prospectus forms a partand will expire five years after such effective date. This prospectus also relates to the offering of the shares of common stock issuable upon exerciseof the Representative’s Warrants. We have granted the representative of underwriters an option to purchase from us, at the public offering price, up to an additional 250,050 sharesof common stock, less the underwriting discounts and commissions, within 45 days from the closing of this offering to cover over-allotments, if any.If the representative of the underwriters exercises the option in full, the total underwriting discounts and commissions payable will be $1,207,742,and the total proceeds to us, before expenses, will be $16,045,708. The underwriters expect to deliver the shares of common stock to purchasers on or aboutNovember 6,2025, subject to the satisfaction ofcustomary closing conditions. Sole Bookrunner Craig-Hallum The date of this prospectus isNovember 2, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiPROSPECTUS SUMMARY1RISK FACTORS7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS18USE OF PROCEEDS20DIVIDEND POLICY20CAPITALIZATION21DILUTION22MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS23BUSINESS30MANAGEMENT44CORPORATE GOVERNANCE47EXECUTIVE AND DIRECTOR COMPENSATION50CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS52SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT54DESCRIPTION OF SECURITIES56SHARES AVAILABLE FOR FUTURE SALE60MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS61UNDERWRITING (CONFLICT OF INTEREST)64LEGAL MATTERS70EXPERTS70WHERE YOU CAN FIND MORE INFORMATION70 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus and in any free writing prospectus. We and the underwriters have notauthorized anyone to provide you with information different from that contained in this prospectus. We and the underwriters take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell,and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate onlyas of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospect