SecProbe.io

June 5, 2025
Barry Rubens
Chief Executive Officer
Elauwit Connection, Inc.
109 East 17th Street
Cheyenne, WY 82001
Re:Elauwit Connection, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 23, 2025
CIK No. 0002063863
Dear Barry Rubens:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our May 2, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Given our relatively limited operating history..., page 7
1.We note your response to prior comment 7. To the extent that any individual customer
comprises a material portion of your revenues please identify the customer and
disclose the material terms of your agreement with that customer including the term
and any termination provisions.

June 5, 2025
Page 2
Our certificate of incorporation designates the Court of Chancery of the State of Delaware...,
page 14
2.We note your response to prior comment 3. Please disclose whether your exclusive
forum provision applies to claims under the Exchange Act or Securities Act.
Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
3.We note your response to prior comment 17. While we understand the selling price
for each distinct performance obligation is stipulated in the contract, please clarify
whether you ever sell network design and installation services without the internet
services, or whether you ever sell internet services without the network design and
installation services, and if these standalone sales are your basis for the determination
of standalone selling prices in your multiple element arrangements.  If these
performance obligations are always sold together as part of the same contracts, it does
not appear that you have observable standalone selling prices. If so, please clarify how
your standalone selling prices were estimated in accordance with the provisions of
ASC 606-10-25-33 and 34. Revise your disclosures accordingly.
Note 3 - Revenue and Deferred Revenue, page F-16
4.We note your response to prior comment 18. Please clarify the contractual
cancellation provisions relating to your network design and installation services for
both jobs that are contracted but not yet started and jobs that are in process of being
completed. Clarify how you considered these cancellation provisions in determining
your enforceable rights and the appropriateness of including in your Remaining
Performance Obligations. Please revise your disclosures to clarify the cancellation
provisions with respect to all of your contracts and any significant judgments made in
the determination of your Remaining Performance Obligations.
Consolidated Financial Statements for the Three Months Ended March 31, 2025 and March
31, 2024
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Deferred Financing Costs, page F-37
You disclose that offering costs, which consist mainly of legal, accounting and
consulting fees directly attributable to the issuance of an equity contract to be
classified in equity are recorded as a reduction of equity. We further note that at
March 31, 2025 and December 31, 2024, there were no deferred financing costs.
Please explain why the legal expenses, consulting expenses, and the advisory services
listed as adjustments made to your non-GAAP measures, disclosed on page 26, do not
qualify as deferred offering costs. Please clarify your accounting policy with respect
to these costs.  If these costs do not qualify as incremental costs directly associated
with issuance, explain why such expenses are not the normal, recurring, cash
operating expenses necessary to operate your business. Refer to Question 100.01 of
the Commission’s Non-GAAP Compliance and Disclosure Interpretations. In 5.

June 5, 2025
Page 3
addition, please explain why audit expense related to IPO preparation Non-GAAP
adjustment on page 26 is consistent with this SEC guidance. That is, audit
expenses appear to be indirect and general expenses, and represent reporting and
filing expenses for public registrants.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Margaret K. Rhoda