SEC Comment Letter for Elauwit Connection, (ELWT) — Jul 7, 2025
Elauwit Connection, Inc.
Date: July 7, 2025 · CIK: 0002063863 · Accession: 0000000000-25-007114
AI Filing Summary & Sentiment
Letter
July 7, 2025 Barry Rubens Chief Executive Officer Elauwit Connection, Inc. 109 East 17th Street Cheyenne, WY 82001 Re:Elauwit Connection, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted June 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. Amendment No. 2 to Draft Registration Statement on Form S-1 Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 Notes to Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Segment Reporting, page F-8 We note your disclosure on page F-35 that during the year ended December 31, 2024, the Company had three customers that accounted for approximately 36% of the Company's total revenues and during the year ended December 31, 2023, the Company had one customer that accounted for approximately 66% of the Company's
1.
July 7, 2025 Page 2 total revenues. Please disclose the information required by ASC 280-10-50-42. The same comment applies to your financial statements for the three months ended March 31, 2025.
Shipping and Handling Costs, page F-13 2.Clarify if shipping and handling costs charged to customers relate to activities that occur before the customer obtains control of the related good or after the customer obtains control of the related good, and how you considered whether these activities represent a separate performance obligation. Refer to ASC 606-10-25-18-A and 18-B. If accounted for as a separate performance obligation, clarify why related costs are included in general and administrative expenses. If accounted for as fulfillment activities, please disclose the amount of shipping and handling costs included in selling and administrative expenses, if material. 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
Show Raw Text
July 7, 2025
Barry Rubens
Chief Executive Officer
Elauwit Connection, Inc.
109 East 17th Street
Cheyenne, WY 82001
Re:Elauwit Connection, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-8
We note your disclosure on page F-35 that during the year ended December 31, 2024,
the Company had three customers that accounted for approximately 36% of the
Company's total revenues and during the year ended December 31, 2023, the
Company had one customer that accounted for approximately 66% of the Company's
1.
July 7, 2025
Page 2
total revenues. Please disclose the information required by ASC 280-10-50-42. The
same comment applies to your financial statements for the three months ended March
31, 2025.
Shipping and Handling Costs, page F-13
2.Clarify if shipping and handling costs charged to customers relate to activities that
occur before the customer obtains control of the related good or after the customer
obtains control of the related good, and how you considered whether these activities
represent a separate performance obligation. Refer to ASC 606-10-25-18-A and 18-B.
If accounted for as a separate performance obligation, clarify why related costs are
included in general and administrative expenses. If accounted for as fulfillment
activities, please disclose the amount of shipping and handling costs included in
selling and administrative expenses, if material.
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