Elauwit Connection Inc美股招股说明书(2026-06-18版)

121,520 Shares of Common Stock Issuable Upon Exercise of the Representative’s Warrants ELAUWIT CONNECTION, INC. This prospectus relates solely to the issuance by the Company of up to 121,520 shares of common stock,par value $0.0001 per share (“common stock”), upon the exercise of warrants previously issued to therepresentative of the underwriters (the “Representative”) in our initial public offering (the “Representative’sWarrants”). The Representative’s Warrants became exercisable beginning on May 2, 2026 at an exercise price of$10.35 per share and expire on November 2, 2030. If the Representative’s Warrants are exercised for cash, wewill receive approximately $1.3 million. To the extent any of the Representative’s Warrants are exercised on a“cashless” basis, we will not receive any cash proceeds from the exercise. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ELWT.” Theclosing price of our common stock on Nasdaq on June 8, 2026 was $6.65 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federalsecurities laws and, as such, we have elected to comply with certain reduced public company reportingrequirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being anEmerging Growth Company and Smaller Reporting Company.” Investing in our securities is speculative and involves a high degree of risk. You should carefullyconsider the risk factors beginning on page 4 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapprovedof these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is June 17, 2026 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSiPROSPECTUS SUMMARY1RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS18USE OF PROCEEDS20DIVIDEND POLICY20MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS20 BUSINESS29MANAGEMENT42CORPORATE GOVERNANCE45EXECUTIVE AND DIRECTOR COMPENSATION48CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS51SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT53DESCRIPTION OF SECURITIES55PLAN OF DISTRIBUTION58LEGAL MATTERS59EXPERTS59WHERE YOU CAN FIND MORE INFORMATION59 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus and in any free writing prospectus. Wehave not authorized anyone to provide you with information different from that contained in this prospectus. We takeno responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstancesunder which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time ofdelivery 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 thetime of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results ofoperations and prospects may have changed since that date. We have not done anything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside theUnitedStates who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of our securities and the distribution of this prospectus outside of theUnitedStates. This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, informationconcerning our industry and the markets in which we operate, including our general expectations, market position,market opportunity and market size, are based on our management’s knowledge and experience in the markets inwhich we operate, together with currently available information obtained from various sources, including publiclyavailable information, industry reports and publications, surveys, our customers, trade and business organizationsand other contacts in the markets in which we operate. Certain information is based on management estimates,which have been derived from third-party sources, as well as data from our internal research, and are based oncertain assumptions that we believe to be reasonable. In presenting this information, we have made certain assumptions 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 in which