FWP 1 tm2527450d1_fwp.htm FWP

 

Filed pursuant to Rule 433 of the Securities Act of 1933

Issuer Free Writing Prospectus dated September 29, 2025

Relating to the Preliminary Prospectus dated September 15, 2025

Registration Statement File No. 333-289964

 

This free writing prospectus relates to the proposed public offering of shares of common stock, par value $0.0001 per share of Elauwit Connection, Inc. (the “Company”) which is being registered on a Registration Statement on Form S-1, as amended (File No. 333-289964) (the “Registration Statement”). This free writing prospectus should be read together with the preliminary prospectus dated September 15, 2025, included in that Registration Statement which can be accessed through the following link:

 

https://www.sec.gov/Archives/edgar/data/2063863/000110465925090088/tm2511447d10_s1a.htm

 

The Company has filed the Registration Statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement (including the Risk Factors contained therein) and other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Craig-Hallum Capital Group LLC, 323 N. Washington Ave., Suite 300, Minneapolis, MN 55401, Attn: Equity Capital Markets, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com.

 

 

 

Elauwit Connection, Inc. Connectivity Reimagined

 

 

CONFIDENTIAL │ 2 Disclaimer Elauwit Connection, Inc. (the "Company," we," "us," "our") has filed a registration statement on Form S - 1, as amended (Registrat ion No. 333 - 289964) (the “Registration Statement”) with the Securities and Exchange Commission (the "SEC") for the offering to which this presentation relates. Befo re you invest, you should read the Registration Statement and other documents that we have filed with the SEC for more complete information about us and the offering. You ma y g et these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Forward Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements contained in this presentation that do not relate to matters of historical fact should be considered forward - looking statements, including statements relating to business strategies or plans, prospects, future cash flows, financing plans, objectives of management and future cash needs. In some cases, you can identify forward - looking sta tements because they contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” “potential,” “seek,” “will ,” “would,” “could,” “should,” “continue,” “contemplate,” “plan,” “opportunities,” and other words and terms of similar meaning or the negative of these terms. This information also involves kno wn and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or impli ed by such statements. These risks include, but are not limited to: our history of losses and our ability to continue as a going concern, our ability to obtain additional fi nan cing and fund our operations, our market opportunity and ability to achieve our growth objectives, the future growth of the network services industry, and the other factors descr ibe d in the "Risk Factors" section of the Registration Statement on Form S - 1. Any forward - looking statement made by us in this presentation is based on information curren tly available to us and speaks only as of the date on which it is made. We undertake no obligation to update any forward - looking statement as a result of new information, unless required by law. Marketing Data & Trademark This presentation includes statistical and other industry and market data that the Company obtained from industry publication s a nd research, surveys, studies and other similar third - party sources, as well as management’s estimates based on such data. Market data and estimates used in this presen tation may involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. The Company believes tha t the information from these third - party sources is reliable, however, it has not independently verified them. Further, the Company’s business and the industry in whi ch the Company operates is subject to a high degree of risk and uncertainty, which could cause results to differ materially from those expressed in the estimates made by the third - party sources and by the Company. All third - party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective hol ders. Any such appearance does not necessarily imply any affiliation with or endorsement of the Company. This presentation shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an off er to buy any of our securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualifica tio n under the securities laws of any such jurisdiction. Confidentiality & Use Disclaimer This confidential presentation and the information contained herein is made pursuant to an understanding that its contents wi ll not be disclosed, discussed or otherwise used by you, your agents, affiliates or assigns in any manner beyond the scope described below. This confidential presentation is int ended solely for the benefit of certain financial institutions for the purpose of gauging interest in investing in the Company. By attending this meeting, you (i) acknowledge an d agree that the fact that this meeting has taken place and anything you hear or learn during this meeting are strictly confidential and agree to keep all such information con fid ential, (ii) acknowledge and agree that the Company is not seeking and cannot accept orders for any securities at this time, and (iii) represent that you fit into the ca teg ory of persons and institutions mentioned above. Any offering of securities will only be made by means of an effective registration statement. This presentation shall not con sti tute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, so lic itation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This meeting and any information communicated a t t his meeting are strictly confidential and should not be discussed outside of your organization.

 

 

CONFIDENTIAL │ 3 Offering Summary Elauwit Connection, Inc. Issuer Nasdaq: ELWT Proposed Exchange: Symbol IPO (S - 1) Transaction Type 1,500,000 Shares Base Offering Size 100% Primary Shares Offering Structure 15% Over - allotment Option Craig - Hallum Capital Group Sole Bookrunner Debt Repayment, Network - as - a - Service Project Developments, Sales and Marketing Organizational Development, Payment of Deferred Compensation, and Working Capital and General Corporate Purposes Use of Proceeds Week of October 6 th (Subject to Nasdaq Application Review) Anticipated Pricing

 

 

CONFIDENTIAL │ 4 Experienced Management Team ​ Dan McDonough ​ Chairman & Co - Founder ​ Dan McDonough Jr . is a seasoned entrepreneur and strategic advisor with a track record of building and scaling innovative internet and telecom ventures . Following the acquisition of his company by Boingo Wireless, he founded Elauwit Connection to redefine the internet experience in commercial real estate . He also leads Baron Hunter Group, where he helps organizations craft compelling brand narratives and optimize go - to - market strategies . ​ Barry Rubens ​ Chief Executive Officer & Co - Founder ​ Barry Rubens is a veteran telecom executive and financial strategist with decades of leadership experience across telecommunications, wireless, and real estate connectivity sectors . As CEO of Elauwit Connection, Inc . , he drives operational excellence and financial oversight, building on a career that includes public company leadership, strategic partnerships, and successful exits . ​ Taylor Jones ​ President, CTO & Co - Founder ​ Taylor P . Jones is a strategic and well - connected executive with over 15 years of experience in managed services, technology integration, enterprise sales, and alliance management . As a co - founder and key sales leader, he has consistently driven high - growth initiatives by blending technical expertise with a collaborative leadership style and a strong executive presence . ​ Sean Arnette ​ Chief Financial Officer ​ Sean Arnette is a dynamic Chief Financial Officer with a proven track record in strategic planning, financial leadership, and risk management . With nearly 15 years of experience across telecom, healthcare, energy, and financial services, he has led high - impact initiatives including M&A transactions, corporate spinouts, and startup growth . A former U . S . Air Force intelligence officer, Sean brings a disciplined, mission - driven approach to corporate finance and leadership . Prior Experience

 

 

CONFIDENTIAL │ 5 Elauwit Presents a Win / Win / Win Opportunity Leading, National, High Growth Player in WiFi Managed Service and Network - as - a - Service (“NaaS”) for New Build and Existing Multi - Family Properties Across the United States Quarterly Revenue Growth Managed Service Pipeline NaaS Managed Service and NaaS offerings unlock new cash flow streams for property owners High margin, recurring contracts drive compelling financial profile; Elauwit EBITDA profitable in 2Q of 2025 Unit Growth/project wins have been driven entirely by management relationships; Establishment of direct salesforce to accelerate growth Near - Term Managed Service pipeline alone totals ~110K Units. Pipeline is estimated to translate to ~ $110M in construction revenue and ~$23M in contracted ARR (3) New Salesforce build out and availability of deployment capital for NaaS contracts will accelerate growth Est. 200 – 300 bps NOI (2) Improvement Expect 60% - 75% Gross Margin Contracts ~32,000 Units Under Contract (4) with ~$36M Backlog Robust Pipeline IPO Proceeds Exhibit Clear Growth Catalyst Targeting multifamily properties with at least 100 units; No single owner has more than 1% share, Managed Service market growing at 15% per annum through 2030 (1) Highly Fragmented, Growing Market Units: ~110K ~265K Revenue ($M’s) Cumulative Units Activated (1) Company Management Estimates (2) NOI is defined as “Net Operating Income” (3) ARR is defined as “Annual Recurring Revenue” (4) Backlog and Contracted Units as of June 30, 2025 - 2K 4K 6K 8K 10K 12K 14K 16K 18K $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 Q1 Q2 Q3 Q4 Q1 Q2 2024 2025 Recurring Service Revenue Installation Revenue Cumulative Units Activated

 

 

Business Overview I

 

 

CONFIDENTIAL │ 7 40% 88% 79% 79% 80% 81% 80% 2019 2020 2021 2022 2023 2024 2025 Remote Workers % On-site $16B Est. US Managed WiFi Market in ’29 ~15% Est. US Managed WiFi CAGR to ’29 1.5K 1.7K 1.9K 2.1K 2.3K 2.5K 2.7K 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Growing Pipeline in Highly Fragmented, Growing Markets (1) https://www.nmhc.org/research - insight/quick - facts - figures/quick - facts - apartment - stock/ (2) https://www.cnet.com/home/internet/the - average - monthly - cost - of - internet - is - 78 - heres - how - to - lower - it/ (3) https://www.gallup.com/401384/indicator - hybrid - work.aspx (4) Company Management Estimates (5) https://www.nmhc.org/research - insight/quick - facts - figures/quick - facts - apartment - stock/ (6) https://www.novoco.com/public - media/documents/naa_nmhc_vision_2030_062617.pdf (7) https://www.globenewswire.com/news - release/2024/07/01/2906818/28124/en/United - States - Managed - Wi - Fi - Solutions - Market - Analysis - Com petition - Forecast - and - Opportunities - 2019 - 2023 - 2024 - 2029F.html (8) https://my - ibisworld - com.ezp3.lib.umn.edu/us/en/industry/23611b/key - success - factors#:~:text=Key%20Statistics - ,Industry%20Data, - V alues , assumes 10% of existing properties have expiring WiFi contracts ~80% of workers WFH or work Hybrid 3 52% Growth in TAM from ’18 - ‘30E 8 Elauwit operates in a $26B market, driven by powerful macro trends — offering deep expansion potential both in existing properties primed for connectivity upgrades and in new properties actively integrating digital infrastructure from the ground up. Total Market Size $25.8B Existing Properties $21.5B (1)(2) New Properties $4.3B (2)(6) Work From Home and Structural Housing Need Provide Tailwinds Market Dominated by Legacy ISPs % of Workers WFH or Hybrid 3 Existing Properties Added to Addressable Market 8 ~5M New Apartments needed by ’30 6 ~23M Apartment Units in the US 5 There is an untapped market to fulfill major demand for network services in multifamily housing units % Market on Internet Service 4 95% Legacy providers 5% Other Providers 7 7

 

 

CONFIDENTIAL │ 8 Elauwit WiFi - 6 Access Points (all units & common areas) Elauwit Fiber Distribution Network Elauwit’s Solution: Owning the “Last 100 Feet” Elauwit Leased 10 Gig Carrier Fiber 1 2 Existing Indoor Cabling 2 3 1 3 We bring a carrier - grade fiber connection directly into the community. We directly connect residents, staff, and all common areas to the carrier fiber. We use carrier - grade WiFi - 6 access points property - wide, including in each apartment. ▪ Residents have their own ID and passwords, and are always connected throughout the property ▪ Staff and building systems all have free use of the network

 

 

CONFIDENTIAL │ 9 Superior Service Offering For Property Owners… Financial Impact Vs WiFi becomes a new underwritable revenue stream Legacy ISPs take 100% wallet share Technology Enablement Vs Enables smart building technology Limits prop - tech deployment Partnership & Footprint Vs Nationwide turnkey partner Geographic limitations Vs Willing investor and capital source for existing properties Unwilling capital providers Capital Solution for Existing Owners Drives an estimated 200 - 300 bps NOI improvement on average for property owners

 

 

CONFIDENTIAL │ 10 … Drives Better Experience for Residents Immediate Connectivity Vs Remote connectivity; immediate service from move in date; never schedule installation again Requires installation appointments and delays connectivity Fast & Responsive Service Vs Steadfast focus on customer experience Poor history of customer support often driven by limited competition Price Clarity Vs Straightforward, low - cost pricing Confusing rates with hidden, and often escalating, costs Vs Upgradeable infrastructure can respond to consumer need Constrained by legacy technology Fiber Based Elauwit enables residents to have connectivity within minutes of move in compared to Legacy ISPs who require appointments, which often delays connectivity

 

 

CONFIDENTIAL │ 11 Differentiated MSP with Leading Customer Service Customer Service By the Numbers 34 Secs Average Answer Time >80% Average First Touch Resolution 2,300 Monthly Ticket Volume 24/7/365 Human Response for Customer Service 4 Support Channels; Talk, Text, Email, Chat 0 New Resident Install Appointments End - to - End Network Delivery: In - house project management and network engineering teams design, provision, and install fully managed WiFi networks. White - Glove Account Management: Dedicated support for property owners, ensuring seamless communication and proactive service. 24/7/365 Network Operations Center: Continuous monitoring and management to ensure optimal network performance. 24/7/365 Customer Support: Always - on assistance for end users, delivering fast, friendly, and effective help. Nationwide Reach: Active footprint in 25 states and growing. Scale & Impact: Over 35,000 units under contract, delivering reliable connectivity to thousands of residents and tenants. Advanced Technology Stack: Capabilities include Fiber - to - the - Unit, WiFi - 7, and multi - Gigabit speeds to each unit. Security & Compliance : Fully compliant with SOC 2 Type I & II standards, ensuring data integrity and operational trust. Clear Advantage in Winning and Retaining Customers Source: Company Data and Management Estimates

 

 

CONFIDENTIAL │ 12 Network - as - a - Service Property Owner Financial Benefit Managed Service $255,000 Per - Year Retail Revenue to Property Owner $255,000 Per - Year $120,000 Per - Year Estimated Property Owner NOI Increase (3) $187,500 Per - Year N/A Estimated Internal Rate of Return (IRR) % (2) ~45.0% Per - Year $2,000,000 Per - Property Estimated Property Value Increase (4) $3,125,000 Per - Property Network - as - a - Service Elauwit Financial Benefit Managed Service $18,750 One - Time Design & Network Install Revenue $250,000 One - Time (1) $135,000 Per - Year Elauwit Managed Service Fee $67,500 Per - Year $105,000 Per - Year Estimated Elauwit Incremental Gross Profit $42,500 Per - Year $250,000 One - Time Capital Expenditure Outlay N/A ~35.0% Per - Year Est. Average Internal Rate of Return (IRR) % (2) N/A 75.0% Per - Year Estimated Elauwit Incremental Gross Margin 60.0% Per - Year Managed Service (New Builds) Expect Long - Lived High Margin Contract Revenue (1) We expect to recognize one - time gross margin contribution of $62,500 on design and network installation for our Managed Serv ice solution. (2) Internal Rate of Return (IRR) % is unlevered (3) Represents an estimate of increase in net operating income (total revenue minus operating expenses other than interest an d t ax expense) a property owner would realize based on management’s experience (4) Represents the estimated property value increase for customers resulting from the applicable service provided assuming a cap italization rate of 6%. Disclaimer: This is a sample unit economics structure for a 250 - unit property. Actual unit economics may vary on a case - by - case basis. ▪ Turnkey offering for new builds ▪ Projects bid on and won through RFP bid process ▪ No capital expenditure outlay from Elauwit ▪ 5 – 7 year service term contract Network - as - a - Service (Brownfield) ▪ Turnkey offering for existing properties ▪ Proprietary sourcing/negotiated opportunities ▪ Initial outlay average of ~$1,000 / unit ▪ 8 – 10 year service term contract

 

 

CONFIDENTIAL │ 13 ▪ Project wins have been driven nearly entirely by legacy relationships stemming from Management’s long operating history in the industry ▪ Development of a dedicated sales and marketing effort will enhance Elauwit’s pipeline and visibility with customers – Team Buildout – Addition of CRO, VP of Marketing, Sales Associates, and Business Development Reps – Budget – Targeting $2 million sales and marketing spend ▪ NaaS and Managed Service opportunities cross fertilize as execution on new build wins is expected to drive customer confidence in Elauwit, opening existing property pipelines ▪ Partnerships with vendors and other service providers to the multifamily industry Go - to - Market Strategy: Direct Salesforce to Drive Organic Growth ▪ New growth driven by outreach to small and medium sized property owners navigated by data from CoStar ▪ Educating potential customers with case studies and messaging around NaaS Direct Sales ▪ Respond to RFP processes’ initiated by consulting practices ▪ To date, this has been the primary channel of units under management acquisition New Construction ▪ Brand awareness through targeted industry publications and websites (apartment.com) ▪ Targeted market focus to drive density in select metropolitan areas ▪ Targeted case studies covering key account relationships ▪ Industry conferences and speaking opportunities Marketing Indirect Sales States where Elauwit has provided service

 

 

CONFIDENTIAL │ 14 Large and Growing Pipeline Set to Accelerate (1) Figures reflect Company Management estimates (2) Reflects gross profit to the Company - does not include the impact of third - party financing (3) Reflects assumed 6.5% capitalization rate (4) Reflects project IRR before impact of third - party financing NaaS Case Study (1) - GoldOller ▪ Real estate firm focused on multifamily investments, property management, and long - term value creation across a national portfolio ▪ Elauwit began its business with GoldOller at their Woodbridge location, a 450 - unit community located in Fort Wayne, Indiana $500,000 Elauwit Investment $195,000 Annual Gross Profit to Elauwit (2) ~35% Unlevered Project IRR (4) ~$200,000 Property level NOI Increase ~$3.1M Property Value (3) ~265K Identified Near - Term NaaS Unit Pipeline ~110K Managed Network Units Elauwit is Bidding on Managed Service – Elauwit has an extensive landscape of project proposals outstanding or in progress ▪ 400+ tracked opportunities ▪ Near - Term Pipeline reflects potential for ▪ ~$110M in Construction Revenue ▪ ~$23M in Contracted Annual Recurring Rev. NaaS – Targeted pipeline for post - IPO Expansion. Reflects tangible, near term opportunities based upon ongoing discussions with ~10 property ownership groups ▪ Pipeline estimated to translate to ~$150M in ARR opportunities Growth has been cash constrained, IPO proceeds expected to accelerate pipeline monetization Pipeline Detail ▪ Success of Project has driven discussions towards the balance of GoldOller’s 20,000 - unit portfolio which could translate to ~$10M in ARR

 

 

Financial Overview II

 

 

CONFIDENTIAL │ 16 Financial Results Summary Source: Company Provided Unaudited Financial Statements See Appendix for TTM June 2025 TTW is defined as “Trailing Twelve Months” (1) Cumulative Units Activated as of Q2 2025 (2) Pipeline Opportunities are comprised of ~110K Managed Network Units Elauwit is Bidding on and ~265K Identified Near - Term NaaS Un it Pipeline 2024 Revenues ~$8.5M ~117% YoY Growth TTM Revenues ~$16.9M ~99% YoY Growth Key Observations 16.6k Units Activated through Q2 2025 (1) ~$1.9M TTM Recurring Service Revenue ~$15.0M TTM Installation Revenue 20.6% TTM GM as % of Revenue ~375K Units in Pipeline (2) 2024 Gross Profit ~$1.2M ~497% YoY Growth TTM Gross Profit ~$3.5M ~199% YoY Growth

 

 

CONFIDENTIAL │ 17 Use of Proceeds Use of Proceeds assumes a deal size of $15M and Net Proceeds of $13.05M Sales and Marketing Organizational Development Investment in team growth, customer acquisition, and brand awareness Network - as - a - Service Project Deployments Debt Repayment Working Capital and General Corporate Purposes Payment of Deferred Compensation Funding for infrastructure and technology initiatives to support service expansion Includes repayment of all or a portion of the outstanding balance under the Fixed Rate Loan Agreement with Endurance Opportunities I LLC, and potentially repayment of outstanding promissory notes May include up to $2,000,000 under a put - call agreement with Baron Hunter Group, LLC and Steele Creek Partners, LLC Allocation toward previously accrued compensation obligations ~$8.0M ~$0.5M ~$0.5M ~$2.0M ~$2.0M

 

 

CONFIDENTIAL │ 18 Large, Growing, Fragmented Markets Disruptive Managed Service WiFi / NaaS Provider Conclusions Provide New Cash Flows for Customers Capital Injection Clear Catalyst for Accelerated Growth Long - term, Low Churn, High Margin Superior Customer Service for Residents

 

 

Appendix I

 

 

CONFIDENTIAL │ 20 Financial Results Support TTM consists of Q2 2024 through Q2 2025 Financials (as of June 30,2025) FY 2023 ( AUDITED ) FY 2024 ( AUDITED ) TTM ( UNAUDITED ) Q1 2024 ( UNAUDITED ) Q2 2024 ( UNAUDITED ) Q3 2024 ( UNAUDITED ) Q4 2024 ( UNAUDITED ) Q1 2025 ( UNAUDITED ) Q2 2025 ( UNAUDITED ) (In $ thousands) Income Statement Highlights: $3,923 $8,495 $16,888 $1,596 $1,702 $1,859 $3,338 $5,617 $6,078 Revenues $195 $1,164 $3,478 $498 $172 $188 $307 $1,430 $1,558 Gross Profit 5.0% 13.7% 20.6% 31.2% 10.1% 10.1% 9.2% 25.5% 25.6% Gross Profit Margin ($2,690) ($3,474) ($1,708) ($469) ($624) ($627) ($702) ($271) ($104) Net Income (Loss) ($2,592) ($3,218) ($2,053) ($403) ($839) ($878) ($1,017) ($198) $14 EBITDA Y EAR E ND 2023 ( AUDITED ) Y EAR END 2024 ( AUDITED ) J UNE 30, 2025 ( UNAUDITED ) M ARCH 31, 2024 ( UNAUDITED ) J UNE 30, 2024 ( UNAUDITED ) S EPTEMBER 30, 2024 ( UNAUDITED ) D ECEMBER 31, 2024 ( AUDITED ) M ARCH 31, 2025 ( UNAUDITED ) J UNE 30, 2025 ( UNAUDITED ) (In $ thousands) Balance Sheet Highlights: $329 $287 $525 $606 $1,037 $947 $287 $612 $525 Cash $898 $4,451 $6,953 $999 $1,389 $1,061 $4,451 $6,142 $6,953 Accounts Receivable $156 $1,606 $1,244 $439 $680 $1,794 $1,606 $1,014 $1,244 Inventory $1,408 $7,726 $10,545 $3,050 $4,884 $5,585 $7,726 $9,526 $10,545 Total Assets $427 $1,990 $2,930 $834 $809 $936 $1,990 $2,559 $2,930 Accounts Payable & Accrued Expenses $4,322 $12,262 $15,430 $5,355 $7,754 $9,042 $12,262 $14,303 $15,430 Total Liabilities ($6,296) ($4,536) ($4,885) ($2,304) ($2,871) ($3,456) ($4,536) ($4,777) ($4,885) Total Equity (deficit)

 

 

Elauwit Connection, Inc. Connectivity Reimagined