Form 8-K

8-K — Elauwit Connection, Inc.

Accession: 0001104659-26-037398

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0002063863

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2610671d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610671d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2026

Elauwit Connection, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42935

99-3101171

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 Alta Vista Drive, Suite 130

Columbia, South Carolina

29223

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (704) 558-3099

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ELWT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

March 31, 2026, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter

and year ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under

such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,

as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ELAUWIT CONNECTION, INC.

Date: March 31, 2026

/s/ Barry Rubens

Name:

Barry Rubens

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610671d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elauwit Connection, Inc. Announces 154%

Increase in Full Year 2025 Revenue

Recurring Service Revenue Increases 151%

New Sales Organization Producing Immediate Traction

Activated, Contracted and Billed Units All Continue

to Increase

COLUMBIA, SC, March 31, 2026 –

Elauwit Connection, Inc. (NASDAQ: ELWT) ("Elauwit," the "Company," “we,” or “our”), a

national managed services provider of turnkey broadband and property-wide WiFi networks serving multifamily, student housing, and senior

living communities, today reported financial results for the fourth quarter and full year ended December 31, 2025.

Said Dan McDonough, Executive Chairman, “Elauwit

continues to execute on all fronts – sales activity is ramping, installations are moving ahead to plan, and property owners choosing

Elauwit are seeing the benefits of increased revenue sources and higher valuations. We are activating units at a steady pace then transitioning

these new customers into billing units over the first 12 months of our multi-year services agreements, creating steady and predictable

growth in Elauwit’s monthly recurring service revenue.

“Even more exciting, we are steadily contracting

for more properties to install, with interest in both our managed services and network-as-a-service (“NaaS”) business models.

Augmenting our existing sales momentum as we exited 2025, we launched our new sales team during the first quarter of 2026, and they are

off to an exciting start. Within the first 8 weeks they have identified approximately 8,000 units of incremental bidding opportunity from

property groups representing potentially up to 50,000 total units over time. In total, our new sales initiatives are targeting 2,000 new

business accounts representing up to 12 million units of opportunity.

“As we onboard more properties across our

$25 billion addressable market, and secure wins with more ownership groups representing multiple properties, we believe the industry is

increasingly coming to know Elauwit’s win-win-win scenario: better service to residents, improved revenue share and value to property

owners, and profitable growth for Elauwit.”

Financial Highlights (unaudited)

Three Months Ended

Full Year Ended

(in $ millions)

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Revenues

$ 6.1

$ 3.3

$ 21.6

$ 8.5

Gross Profit

$ 0.5

$ 0.3

$ 4.0

$ 1.2

Operating Expenses

$ 2.7

$ 1.3

$ 7.7

$ 4.4

Net Loss

$ (2.3 )

$ (1.0 )

$ (4.2 )

$ (3.5 )

Adjusted

EBITDA (Non-GAAP)1

$ (2.2 )

$ (1.0 )

$ (3.7 )

$ (3.2 )

Adjusted earnings before interest (income) expense, income taxes, depreciation and amortization (“EBITDA”) is not a U.S.

generally accepted accounting principle (“GAAP”) measure. Please refer to the “Non-GAAP Financial Measures” section

of this earnings release for a discussion of this non-GAAP measure and the schedules attached to this earnings release for a reconciliation

of adjusted EBITDA to net loss.

Full Year

2025 results included the following highlights:

· Total revenue increased 154% year-over-year, recurring service revenue increased 151% year-over-year.

· Contracted units – those waiting to be built or in the process of installation along with units we currently serve increased

to 34,067 from 25,375 at the end of the prior year period.

· Activated units – units that are fully installed and on, but may not be fully billing yet due to onboarding increased to 22,255

from 11,588 at the end of the prior year period.

· Billed units – units that are fully generating revenue under our managed services or NaaS contracts increased to 16,445 from

9,279 at the end of the prior year period.

· Subsequent to the year end, Elauwit launched its comprehensive sales team and marketing programs during the first quarter. The new

sales team identified and commenced bidding activity with properties accounting for approximately 8,000 units during the first quarter,

and is now targeting properties representing up to 12 million units with active sales initiatives.

Balance Sheet

As of December 31, 2025:

· Cash and cash equivalents totaled $6.2 million.

· Accounts receivable were $2.4 million, and inventories were $1.0 million.

· Related party debt at December 31, 2025 was $2.0 million.

Conference Call

Elauwit’s management will host a live webcast

conference call today at 10:30 a.m. Eastern Time to discuss the financial results and provide business updates on the Company’s

strategic plans. To access the live webcast, conference call information, and other materials, please visit Elauwit’s investor relations

website at http://investors.elauwit.com/. Please connect at least 10 minutes prior to the live webcast to ensure adequate time for any

software download that may be needed to access the webcast. For those wishing to join by telephone only, please dial +1-412-902-6510

A webcast replay of the call will be available

following the call on Elauwit’s investor relations website.

Annual Report on Form 10-K ("Form 10-K")

Elauwit anticipates filing its Form 10-K

for the full year 2025 today, which will be available at https://investor.elauwit.com. This press release should be read in conjunction

with the Form 10-K and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial

Condition and Results of Operations contained in that Form 10-K.

About Elauwit

Elauwit

is a publicly traded connectivity MSP dedicated to rental communities, including multifamily properties, student housing,

and senior living. Elauwit designs, builds, and operates managed networks, backed by a service model that treats property teams and residents

like a relationship, not an account number.

With dependable

connections, exceptional resident support, and no-upfront-cost options, Elauwit helps owners deliver premium connectivity as a

competitive advantage, supporting new revenue, resident retention and increased asset value.

Visit: www.elauwit.com

Non-GAAP Financial Measures

In addition to net loss, which is a U.S. GAAP

measure, Elauwit presents adjusted EBITDA, which is a non-GAAP measure. Management believes the presentation of adjusted EBITDA, reflecting

non-GAAP adjustments, provides important supplemental information to investors and other users of its financial statements in evaluating

the operating results of the Company. In particular, by excluding expenses that are not directly related to its operating performance,

Elauwit is able to present a view of its underlying business that the management team uses to analyze its historical performance and plan

for its future performance. Adjusted EBITDA is a key metric used by management and the Board of Directors to assess the Company’s

financial and operating performance. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute

for net loss determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s

results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Key Performance Indicators

Elauwit uses the following key performance metrics

to analyze and measure the Company’s financial performance and results of operations: recurring service revenue, contracted units,

activated units and billed units. The Company’s recurring service revenue, contracted units, activated units and billed units are

not necessarily comparable to similarly titled measures reported by other companies.

Elauwit defines recurring service revenue as the

monthly recurring service revenue initiated by network activation under our long-term service agreements. Management believes that the

Company’s ability to retain and expand revenue from existing customers is an indicator of the long-term value of its customer relationships

and potential future business opportunities.

Elauwit defines contracted units as the total

number of individual units waiting to be built or in the process of being installed across the properties using its networks. Management

believes this metric is useful to investors because it illustrates the total number of units the Company will serve once the construction

process is complete.

Elauwit defines activated units as the total number

of individual units that are fully installed and on, but not yet necessarily collecting full recurring service revenue due to onboarding

process, across the properties using its networks. Management believes this metric is useful for investors because it illustrates the

total number of individual units the Company will collect revenue on once the onboarding process is complete, and can be tracked over

time to show the reach of its networks.

Elauwit defines billed units as the total number

of individual units that it is currently collecting revenue on across the properties using its networks. Management believes this metric

is useful to investors because it illustrates the total number of individual units the Company collects revenue on and can be tracked

over time to show the reach of its networks. Management believes it is more useful to compare total billed units as opposed to total customers

or total subscribers because the Company’s revenue is more closely tied to the number of units it serves than the total number of

customers or subscribers.

Forward Looking Statements

This press release contains forward-looking

statements, including with respect to the Company’s future financial results, the Company’s growth strategies and pipeline,

and its performance as a public company. The words “anticipate,” “believe,” “can,” “continue,”

“future,” “opportunity,” “potential,” “predict,” “target,” “will,”

and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number

of risks, uncertainties, and assumptions, including market and other conditions and the Company’s ability to improve its financial

performance and achieve its growth objectives, and other factors set forth in the Company’s filings with the SEC, including the

Company’s final prospectus dated November 2, 2025 and filed with the SEC pursuant to Rule 424(b) under the Securities

Act of 1933, as amended, on November 4, 2025, and subsequent quarterly reports on Form 10-Q. Actual results might differ materially

from those explicit or implicit in the forward-looking statements. The Company undertakes no obligation to update any such forward-looking

statements after the date hereof to conform to actual results or changes in expectations, except as required by law.

Contacts:

Elauwit Connection, Inc.

Katie Hayward, VP Marketing

+1-704-558-3099

sales-pr@elauwit.com

Investor Relations:

Matt Kreps, Darrow Associates

+1-214-597-8200

mkreps@darrowir.com

ELAUWIT CONNECTION, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and par value data)

(UNAUDITED)

As of December 31,

2025

2024

ASSETS

Current Assets

Cash and cash equivalents

$ 6,154

$ 287

Accounts receivable, net of allowance for credit losses of $303 and $0, respectively

2,407

4,451

Inventories

1,004

1,606

Network financing receivable, current

213

Prepaid expenses and other current assets

550

258

Total current assets

10,328

6,669

Network financing receivable

1,078

446

Lease right-of-use assets, net

Net investment in lease

483

531

Other non-current assets

TOTAL ASSETS

$ 11,943

$ 7,726

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Deferred revenue, current

$ 2,886

$ 6,215

Accounts payable

1,813

1,914

Accrued expenses and other current liabilities

495

Operating lease liabilities, current

Related party debt, current

1,000

695

Related party payables, current

—

240

Total current liabilities

6,223

9,176

Related party debt, net of current

996

2,725

Related party payables, net of current

—

342

Deferred revenue, net of current

308

—

Operating lease liabilities, net of current

—

TOTAL LIABILITIES

7,527

12,262

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $0.0001 par value, 100,000 and 577,067 authorized as of December 31, 2025 and December 31, 2024, respectively; none issued and outstanding as of December 31, 2025 and December 31, 2024

—

Common stock, $0.0001 par value, 14,900,000 shares authorized; 6,619,796 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

—

Class A common stock, $0.0001 par value, 0 and 7,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 0 and 2,497,950 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

—

Class B common stock, $0.0001 par value, 0 and 3,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 0 and 2,502,050 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

—

Stock subscription receivable

—

(30 )

Additional Paid-in Capital

19,009

5,859

Accumulated deficit

(14,593 )

(10,365 )

Total stockholders’ equity (deficit)

4,416

(4,536 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$ 11,943

$ 7,726

ELAUWIT CONNECTION, INC.

Condensed Consolidated Statements of Operations

(in thousands, except share and per value data)

(UNAUDITED)

For the years ended December 31,

2025

2024

Revenues

$ 21,618

$ 8,495

Cost of revenues

17,614

7,331

Gross profit

4,004

1,164

Operating expenses

General and administrative

7,513

4,300

Sales and marketing

178

Research and development

Total operating expenses

7,710

4,382

Operating loss

(3,706 )

(3,218 )

Other expense, net

Interest expense, net

(353 )

(255 )

Change in fair value of SAFE liability

(176 )

—

Other income (expense)

—

Total other expense, net

(522 )

(255 )

Loss from operations before income taxes

(4,228 )

(3,473 )

Income tax expense

—

Net loss

$ (4,228 )

$ (3,474 )

Net loss per share, basic and diluted

$ (0.80 )

$ (0.98 )

Weighted average common shares used in computing net loss per share, basic and diluted

5,258,984

3,545,691

ELAUWIT CONNECTION, INC.

Reconciliation from Net Loss to Adjusted EBITDA

(in thousands, except share and per value data)

(UNAUDITED)

2025

Full Year 2024

Full Year

Fourth Quarter

Full Year

Fourth Quarter

Net loss

$ (4,228 )

$ (2,290 )

$ (3,474 )

$ (1,091 )

Addback:

Income tax expense

$ -

$ (5 )

$ 1

$ (16 )

Interest expense, net

$ 353

$ 58

$ 255

$ 70

Depreciation and amortization

$ 27

$ (12 )

$ 17

$ 9

EBITDA

$ (3,848 )

$ (2,249 )

$ (3,201 )

$ (1,028 )

Addback:

Change in fair value of SAFE liability

$ 176

$ -

Stock-based compensation expense

$ -

Adjusted EBITDA

$ (3,672 )

$ (2,249 )

$ (3,201 )

$ (1,028 )

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration