Elauwit Connection, Inc. (0002063863) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2026

Elauwit Connection, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (704) 558-3099

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

WithumSmith+Brown was initially engaged by the Company on August 26, 2025 and served as the Company’s independent registered public accounting firm only for the fiscal year ended December 31, 2025 through October 5, 2026, however, WithumSmith+Brown did not issue a report after March 31, 2026 which pertained to the audited financial statements of the Company as of and for the fiscal year ended December 31, 2025. Accordingly, WithumSmith+Brown did not audit or issue a report on the Company’s financial statements for the fiscal year ended December 31, 2024.

WithumSmith+Brown’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2025 and the subsequent interim period through October 5, 2026, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and WithumSmith+Brown on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to WithumSmith+Brown's satisfaction, would have caused WithumSmith+Brown to make reference to the subject matter of any such disagreement in connection with its report for such year and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the most recent fiscal year or the subsequent interim period, except for the material weaknesses in the Company’s internal control over financial reporting as disclosed in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company provided WithumSmith+Brown with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”). The Company requested that WithumSmith+Brown furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of WithumSmith+Brown's letter dated October 8, 2026 is attached as Exhibit 16.1 hereto.

During the fiscal year ended December 31, 2025, and the subsequent interim period through the date of the filing of this Form 8-K, neither the Company nor anyone on its behalf has consulted with MPB Global regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements and neither a written report nor oral advice was provided to the Company that MPB Global concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

(d)       Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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