Elauwit Connection Inc美股招股说明书(2025-12-19版)

134,194 Shares of Common Stock issuable upon exercise of the Representative’s Warrants This Prospectus Supplement No. 3 (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 and Prospectus Supplement No. 2 dated November 24, 2025 (the “Prospectus”), with the following attached A.Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 filed on December 10, 2025. 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 the 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 with 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 December 19, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September30, 2025OR☐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) Delaware (State or other jurisdiction of incorporation or organization) 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 was 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 for 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 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 the Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange As of December 10, 2025, 6,619,796 shares of the registrant’s common stock, par value $0.0001 per share, wereoutstanding. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31,2024Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months EndedSeptember 30, 2025 and 2024Unaudited Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit forthe Three and Nine Months Ended September 30, 2025 and 2024Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September30, 2025 and 2024Notes to Unaudited Condensed Consolidated Financial Statements ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS28 ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK37ITEM 4. CONTROLS AND PROCEDURES37PART II - OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS38ITEM1A.RISK FACTORS38ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS50ITEM 6. EXHIBITS51SIGNATURES52 ELAUWIT CONNECTION, INC.Condensed Consolidated Statements of Cash Flows ELAUWIT CONNECTION, INC.Notes to Unaudited Condensed Consolidated Financial Statements Note1. Organization and Nature of Operations The Company Elauwit Co