Elauwit Connection: changes certifying accountant

What happened

• The company filed an 8-K reporting that on Oct 5, 2026 the audit committee approved the dismissal of WithumSmith+Brown, PC as the company’s independent registered public accounting firm, effective immediately.
• The filing reports that on Oct 5, 2026 the audit committee approved the engagement of MPB Global LLP as the company’s new registered public accounting firm for the fiscal year ending Dec 31, 2026, effective immediately.

Key details

• WithumSmith+Brown was initially engaged on Aug 26, 2025 and served as the company’s independent registered public accounting firm for the fiscal year ended Dec 31, 2025 through Oct 5, 2026, but did not issue a report after Mar 31, 2026 that pertained to the audited financial statements for the year ended Dec 31, 2025.
• WithumSmith+Brown’s report on the consolidated financial statements as of and for the fiscal year ended Dec 31, 2025 did not contain an adverse opinion or a disclaimer and was not qualified or modified as to uncertainty, audit scope or accounting principles.
• During the fiscal year ended Dec 31, 2025 and the subsequent interim period through Oct 5, 2026, there were no “disagreements” and no reportable events, except for the material weaknesses in the company’s internal control over financial reporting disclosed in Item 9A of Part II of the company’s Form 10-K for the year ended Dec 31, 2025.
• The company requested WithumSmith+Brown to furnish a letter to the SEC and reports that WithumSmith+Brown’s letter dated Oct 8, 2026 is attached as Exhibit 16.1. The filing also states that neither the company nor anyone on its behalf consulted MPB Global on accounting or auditing matters during the fiscal year ended Dec 31, 2025 or the subsequent interim period.

Why it may matter

• The filing reports Item 4.01, “Changes in registrant’s certifying accountant,” which covers the dismissal of the prior auditor and the engagement of a new auditor and notes the absence of disagreements or reportable events other than the previously disclosed material weaknesses in internal control over financial reporting. This filing does not show why the insider traded or why the company acted.