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Elauwit Connection Inc美股招股说明书(2026-04-02版)

2026-04-02 美股招股说明书 王月
报告封面

134,194 Shares of Common Stock issuable upon exercise of the Representative’s Warrants This Prospectus Supplement No. 5 (the “Prospectus Supplement”) updates and supplements the prospectus of Elauwit Connection,Inc. (the “Company,” “we,” “us,” or “our”) dated November 2, 2025, as updated and supplemented by Prospectus Supplement No. 1dated November 12, 2025, Prospectus Supplement No. 2 dated November 24, 2025, Prospectus Supplement No. 3 dated December 19,2025 (the “Prospectus”), and Prospectus Supplement No. 4 dated February 27, 2026, with the following attached documents which wefiled with the Securities and Exchange Commission: A.Our Quarterly Report on Form 10-Q/A filed on March 31, 2026; and B.Our Current Report on Form 8-K filed on April 1, 2026. This Prospectus Supplement should be read in conjunction with the Prospectus, which is required to be delivered with thisProspectus Supplement. This Prospectus Supplement updates, amends and supplements the information included in the Prospectus. Ifthere is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on theinformation in this Prospectus Supplement. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements to it. The purchase of the securities offered through the Prospectus involves a high degree of risk. Before making anyinvestment in our securities, you should carefully consider the risk factors section beginning on page 7 of the Prospectus. You should rely only on the information contained in the Prospectus, as supplemented or amended by this ProspectusSupplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you withdifferent information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus Supplement is April 1, 2026. Index to Filings AnnexThe Company’s Quarterly Report on Form 10-Q/A filed on March 31, 2026.AThe Company’s Current Report on Form 8-K filed on April 1, 2026.B UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period fromtoCommission file number: 001-42935 Elauwit Connection,Inc. (Exact name of registrant as specified in its charter) Delaware99-3101171(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 29223(Zip Code) (704) 558-3099(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequiredto file such reports),and(2)has been subject to such filing requirements for the past90days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☐☑Smaller reporting company☑Emerging growth company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☑ As of March 30, 2026, 6,619,796 shares of the registrant’s common stock, par value $0.0001 per share, wereoutstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10‑Q/A (this “Amended Report”) amends the Quarterly Report on Form 10‑Q ofElauwit Connection, Inc. (the “Company,” “we,” “our,” or “us”) for the quarterly period ended September 30, 2025,originally filed with the Securities and Exchange Commission (“SEC”) on December 10, 2025 (the “Original Filing”).This Amended Repor