Form 8-K

8-K — Elauwit Connection, Inc.

Accession: 0001104659-26-098128

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0002063863

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2623390d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623390d1_ex99-1.htm)

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8-K (Primary)

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0002063863

2026-08-18

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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):

August 18, 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.)

1021 Second Avenue, Suite A

Columbia, South Carolina

29209

(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.

August 18, 2026, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter

ended June 30, 2026. 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 August 18, 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: August 18, 2026

/s/ Barry Rubens

Name:

Barry

Rubens

Title:

Chief

Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623390d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elauwit Connection, Inc. Delivers Largest Quarter-Over-Quarter

and Year-Over-Year Increase in Contracted Units in Company History with 16% Sequential and 33% Annual Growth

Activated Units Increased 94%, Billed Units

Increased 163 % Year-Over-Year

Progress Reflects 37 Properties and more than

10,000 New Units Signed Year-to-Date

10 New Properties Signed as Growth Continues

in Third Quarter

COLUMBIA, SC, August 18, 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 second quarter ended June 30, 2026.

“The second quarter of 2026 was Elauwit’s

best-ever quarter-over-quarter and year-over-year increase in contracted units, signing almost 5,900 units across 21 properties in 10

states and the District of Columbia. These wins will drive significant construction activity in the second half of 2026 and a substantial

expansion of our recurring service revenue under long-lived contracts as they come online later this year and throughout 2027. Year-to-date,

we have signed more than 10,000 units, and the momentum continues into the September quarter with already multiple new property awards,”

said Dan McDonough, Executive Chairman.

“This growth demonstrates that our sales

focus on large, multi-property operators can generate significant repeat awards across an owner’s portfolio. For example, we recently

announced major wins with two large REIT owners, contracting more than 4,100 units across 14 properties and five states. These two operators

plan to roll out managed services across their portfolios, which include hundreds of thousands of units of additional opportunity, and

our sales pipeline has a number of similarly sized opportunities.

“Given this confirmation that large portfolios

are rapidly converting properties to managed services, we are sharpening our sales focus on key markets where we have higher density.

This also enables increased attention to smaller and middle-tier property owners in those markets for our Network-as-a-Service (“NaaS”)

product while doing so with greater operating efficiency.

“In summary, the well-documented message

that choosing Elauwit’s managed services solutions can secure increased revenue, higher valuations, and more satisfied residents

is resonating with owners and driving deals to closing, affirming our position that contracted units are the most important KPI in our

business and best indicator or our future performance. We now have almost 43,000 units under contract and expect to exceed 50,000 units

under contract before year end, achieving what would be a more than 46% annualized increase in contracted units for 2026. These wins will

drive both construction revenue and long-term recurring service revenue as we seek to build a robust and durable business at Elauwit.”

Elauwit generates revenue in three contracted

stages from each property win: first, upfront construction revenue and margin from the installation project, which is variable quarter

to quarter; second, predictable and steady services revenue growth over the first year of its multi-year agreements as it converts installed

units to billed units; and finally, multiple years of expected stable, recurring service revenue from a long-term managed services agreement.

To support its growth, the Company continues to

invest in new enterprise resource planning and inventory platforms to drive greater visibility and cost control across its business. Elauwit

anticipates the first operating cost and margin benefits of these investments will begin to show in the third and fourth quarters of this

year, as it focuses on increased cost-efficiency.

Financial and Operating Highlights (unaudited)

Three Months

Ended

Three Months

Ended

Six Months

Ended

Six Months

Ended

(in $ millions)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenues

$ 2.9

$ 5.3

$ 7.3

$ 10.8

Gross Profit

$ 0.4

$ 0.8

$ 1.3

$ 2.1

Operating Expenses

$ 3.5

$ 1.5

$ 6.

$ 3.2

Net Loss

$ (3.1 )

$ (0.9 )

$ (5.3 )

$ (1.3 )

Adjusted

EBITDA (Non-GAAP)1

$ (3.1 )

$ (0.7 )

$ (5.2 )

$ (1.1 )

June 30,

2025

March 31,

2026

June 30,

2026

QoQ

Change

YoY

Change

Contracted

Units: waiting to be built or in the process of installation along with units we currently serve

32,094

36,720

42,687

16 %

33 %

Activated Units:

fully installed and on, but may not be fully billing yet due to onboarding

13,960

24,530

27,134

11 %

94 %

Billed Units:

fully generating revenue under our managed services or NaaS contracts

8,733

20,059

22,967

15 %

163 %

· Total revenue for the second quarter decreased 46%, or $2.5 million, to $2.9 million, year-over-year, reflecting

the timing of client construction and installation project revenues, which are periodic and variable in nature, offset in part by increased

contribution from billed units under the Company’s long-lived services contracts.

· New construction in 2026 is anticipated to be weighted to the second half of the year, and the Company anticipates

an uptick in both construction revenue and recurring service revenue due to its growing base of activated and billed units over the balance

of 2026.

· Activated units increased 94% and billed units increased 163% year over year at the end of the second quarter,

driving increased recurring service revenue under long-lived managed service and NaaS.

· In July 2026, the Company announced contract awards for more than 4,100 units across 14 properties with two

large multi-family property REIT owners.

1 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.

· Backlog as of June 30, 2026 was $38.9 million, compared to $36

million as of June 30, 2025. Backlog is comprised of new properties contracted for planned installation and the value of recurring service

revenue on activated or billed units.

“The change in quarterly revenue reflected

the timing of large construction projects to install networks into contracted properties, which are variable and weighted to the second

half during 2026,” said James Di Bartolo, Chief Financial Officer. “Our continued contracting activity is driving new projects

that will generate both increased construction activity and growing revenue from billed units as we progress through the year, keeping

us on track to achieve our targeted performance metrics. Additionally, we anticipate beginning to see the benefit of our cost efficiency

initiatives in the second half of the year as we work to optimize our profitability as we scale the business.”

Balance Sheet

As of June 30, 2026:

· Cash and cash equivalents totaled $1.2 million.

· Accounts receivable were $3.6 million, and inventories were $2.9 million.

· Deferred revenue was $5.3 million.

· Related party debt was $1.6 million, and total debt was $2.2 million.

Conference Call

Elauwit’s management will host a live webcast

conference call today at 8:00 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 +1-412-345-1653.

A webcast replay of the call will be available

following the call on Elauwit’s investor relations website.

Quarterly Report on Form 10-Q ("Form

10-Q")

Elauwit’s Form 10-Q for the second quarter

2026 will be available when filed at https://investors.elauwit.com. This press release should be read in conjunction with the

Form 10-Q 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-Q.

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.

For more information, 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, billed units and backlog. The Company’s recurring service revenue, contracted units, activated units, billed units

and backlog 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.

Backlog is defined as the aggregate amount of

a contract price allocated to remaining performance obligations. Total backlog can include network design and installation performance

obligations and internet network services and hardware and internet services performance obligations. Management believes tracking backlog

is useful to investors because it illustrates the remaining performance obligations under our contracts and the revenue we expect to recognize

in the future.

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,”

“estimate,” “expect,” “future,” “may,” “opportunity,” “plan,”

“potential,” “predict,” “seek,” “will,” “would,” 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 annual report

on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, 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:

Investor Relations:

Darrow Associates

Matt Kreps, Managing Director

+1-214-597-8200

mkreps@darrowir.com

Media:

Elauwit Connection, Inc.

Katie Hayward, VP Marketing

+1-704-558-3099

sales-pr@elauwit.com

ELAUWIT CONNECTION, INC.

Unaudited Condensed Balance Sheets

(in thousands, except share and par value data)

June 30, 2026

December 31, 2025

ASSETS

Current Assets

Cash

$ 1,180

$ 6,154

Accounts receivable, net of allowance for credit losses of $457 and $303 as of June 30, 2026, and December 31, 2025, respectively

3,559

2,407

Inventories

2,897

1,004

Network financing receivable, current

195

213

Prepaid expenses and other current assets

387

550

Total current assets

8,218

10,328

Property and equipment, net

Network financing receivable, net of current

990

1,078

Lease right-of-use assets, net

418

Net investment in lease

386

483

Other non-current assets

TOTAL ASSETS

$ 10,100

$ 11,943

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Deferred revenue

5,307

2,886

Accounts payable

1,779

1,813

Accrued expenses and other current liabilities

806

495

Operating lease liabilities, current

Related party debt, current

973

804

Note payable, current

202

196

Total current liabilities

9,121

6,223

Operating lease liabilities, net of current

384

Related party debt, net of current

666

506

Note payable, net of current

393

490

Deferred revenue, net of current

293

308

TOTAL LIABILITIES

10,857

7,527

Commitments and contingencies (see Note 13)

STOCKHOLDERS' DEFICIT

Common stock, $0.0001 par value, 14,900,000 shares authorized; 6,619,796 and 5,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Additional Paid-in Capital

19,129

19,009

Accumulated deficit

(19,886 )

(14,593 )

Total stockholders' equity (deficit)

(757 )

4,416

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$ 10,100

$ 11,943

ELAUWIT CONNECTION, INC.

Unaudited Condensed Statements of Operations

(in thousands, except share and par value data)

For the three months ended June 30,

For the six months ended June 30,

2026

2025

2026

2025

Revenues

$ 2,856

$ 5,326

$ 7,286

$ 10,771

Cost of revenues

—

Cost of revenues

2,413

4,520

6,016

8,707

Gross profit

443

806

1,270

2,064

Operating expenses

General and administrative

3,393

1,503

6,277

3,109

Sales and marketing

150

293

Total operating expenses

3,543

1,545

6,570

3,173

Operating loss

(3,100 )

(739 )

(5,300 )

(1,109 )

Other expense, net

Interest income (expense), net

(27 )

(113 )

(186 )

Total other income (expense), net

(27 )

(113 )

(186 )

Loss from operations before income taxes

(3,127 )

(852 )

(5,289 )

(1,295 )

Income tax expense

Net loss

$ (3,131 )

$ (857 )

$ (5,293 )

$ (1,299 )

Net loss per share, basic and diluted

$ (0.47 )

$ (0.17 )

$ (0.80 )

$ (0.26 )

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

6,619,796

5,000,000

6,619,796

5,000,000

ELAUWIT CONNECTION, INC.

Reconciliation from Net Loss to Adjusted EBITDA

(in thousands, except share and per value data)

(UNAUDITED)

For the three

months ended

For the three

months ended

For the six

months ended

For the six

months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net Loss

$ (3,131 )

$ (857 )

$ (5,293 )

$ (1,299 )

Addback:

Income tax expense

Interest expense (income), net

113

(11 )

186

Depreciation and amortization

EBITDA

$ (3,100 )

$ (740 )

$ (5,300 )

$ (1,109 )

Addback:

Change in fair value of SAFE liability

Stock based compensation expense

120

Adjusted EBITDA (Non-GAAP)

$ (3,020 )

$ (740 )

$ (5,180 )

$ (1,109 )

Depreciation and amortization was nil for

the three and six months ended June 30, 2026 and 2025.

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

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Local phone number for entity.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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

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Title of a 12(b) registered security.

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

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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.

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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