Elauwit auditor Withum served through October 5, 2026

Q: Did ELWT report disagreements with Withum?

Elauwit reported no disagreements with Withum on accounting principles or practices, financial-statement disclosure, or audit scope or procedure during fiscal 2025 and the subsequent interim period through October 5, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Elauwit Connection, Inc. disclosed that WithumSmith+Brown served as its independent registered public accounting firm for the fiscal year ended December 31, 2025, through October 5, 2026, after being engaged on August 26, 2025. Withum did not issue a report after March 31, 2026, pertaining to the audited 2025 financial statements, and it did not audit or issue a report on the company’s 2024 financial statements.

Withum’s 2025 report contained no adverse opinion or disclaimer and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Elauwit reported no disagreements with Withum; it cited previously disclosed material weaknesses in internal control over financial reporting as the exception to its statement that there were no reportable events. Elauwit also said neither it nor anyone on its behalf consulted MPB Global on specified accounting, disagreement, or reportable-event matters. Withum’s October 8, 2026 letter was attached.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

How the balance works

Positive

None.

Negative

Major pointPreviously disclosed internal-control material weaknesses were an exception to Elauwit’s no-reportable-events statement.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial engagement: August 26, 2025 Service through: October 5, 2026 Report cutoff: March 31, 2026 +1 more

4 metrics

Initial engagement August 26, 2025 WithumSmith+Brown engagement date

Service through October 5, 2026 WithumSmith+Brown service period

Report cutoff March 31, 2026 No later report pertained to the audited 2025 financial statements

Fiscal year audited December 31, 2025 WithumSmith+Brown report period

Key Terms

independent registered public accounting firm, reportable events, disagreements, material weaknesses in the Company’s internal control over financial reporting

4 terms

independent registered public accounting firm financial

"served as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events financial

"no reportable events within the meaning of Item 304"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

disagreements financial

"no “disagreements” as that term is defined"

material weaknesses in the Company’s internal control over financial reporting financial

"material weaknesses in the Company’s internal control over financial reporting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did ELWT report disagreements with Withum?

Elauwit reported no disagreements with Withum on accounting principles or practices, financial-statement disclosure, or audit scope or procedure during fiscal 2025 and the subsequent interim period through October 5, 2026.

What did Withum say about ELWT’s 2025 financial statements?

Withum’s report on Elauwit’s consolidated financial statements for the fiscal year ended December 31, 2025, contained no adverse opinion or disclaimer and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Withum did not audit or issue a report on the fiscal year ended December 31, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 02:27 PM Accepted by SEC EDGAR 10/08/2026 - 02:27 PM

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)

Delaware

001-42935

99-3101171

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1021 Second Avenue, Suite A

Columbia, South Carolina

29209

(Address of principal executive offices)

(Zip Code)

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:

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ELWT	The Nasdaq Stock Market LLC

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. ¨

Item 4.01

Change in Registrant’s Certifying Accountant.

(a)

On October 5, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Elauwit Connection, Inc. (the “Company”), after discussion with management, approved the dismissal of WithumSmith+Brown, PC (“WithumSmith+Brown”) as the Company’s independent registered public accounting firm, effective immediately.

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.

(b)

On October 5, 2026, the Audit Committee approved the engagement of MPB Global LLP (“MPB Global”) as the Company’s new registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
16.1		Letter of WithumSmith+Brown PC dated October 8, 2026

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.

	ELAUWIT CONNECTION, INC.

Date: October 8, 2026	/s/ James P. Di Bartolo II
	Name:	James P. Di Bartolo II
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents