Elauwit Connection Inc.

10/08/2026 | Press release | Distributed by Public on 10/08/2026 12:27

Change in Certifying Accountants (Form 8-K)

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.

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