Form 8-K

8-K — Elauwit Connection, Inc.

Accession: 0001104659-26-060657

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002063863

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2614501d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614501d1_ex99-1.htm)

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0002063863

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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):

May 14, 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

(Zip Code)

(Address of principal executive offices)

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.

May 14, 2026, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter

ended March 31, 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 May 14, 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: May 14, 2026

/s/ Barry Rubens

Name:

Barry Rubens

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614501d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elauwit Connection,

Inc. Delivers 29 Percent Increase in Contracted Units, Larger Sales Pipeline in First Quarter 2026

Billed Units

Increase 114% Year-Over-Year

New Sales Team

Driving Expanded Sales Opportunities, ~40 Verbal Awards to Date in 2026

COLUMBIA, SC,

May 14, 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 first quarter ended March 31, 2026.

Said Dan McDonough,

Executive Chairman, “Elauwit is delivering on its 2026 growth plans as we ramp our sales team, drive recurring service revenue

and execute on our sales pipeline to bring new properties to our platform. Our new sales organization, established in the first quarter,

has secured verbal awards on approximately 40 new properties already this year, representing more than 11,000 units across 14 different

ownership groups, plus a robust pipeline of additional opportunities with these ownership groups and others. We believe it is increasingly

clear that property owners are choosing Elauwit to secure increased revenue, higher valuations, and happier tenants by bundling our service

into their property offering.

“Our success

from these wins comes in two stages. First, for our managed services contracts, which remain the bulk of our deployments, we secure upfront

construction revenue and margin from the installation project. Second, because we activate new customer units under both our managed

services and network-as-a service (“NaaS”) models into billing over the first year of our multi-year services agreements,

every new project will create predictable revenue growth over its first 12 months post installation, followed by multiple years of steady,

long-lived recurring service revenue streams.

“Underlying

our sales and onboarding success, we are also investing in new enterprise resource planning and inventory platforms to drive even greater

visibility and cost control in our business as we scale. We believe these tools, combined with rigorous focus on process optimization

and an expanded field network of subcontractors supporting new property installations position Elauwit even better for continued growth

with property owners across the country.

“Based on

our expanded sales efforts, we believe it is increasingly clear that the industry is coming to know Elauwit’s win-win-win scenario:

a better connectivity experience for residents, improved revenue share and value to property owners, and profitable growth for Elauwit.

With a $25 billion addressable market, proven implementation for both existing and new construction, and a compelling financial benefit,

we believe we are well positioned for growth over the next several years.”

Financial and

Operating Highlights (unaudited)

Three Months Ended

(in $ millions)

March 31, 2026

March 31, 2025

Revenues

$ 4.4

$ 5.4

Gross Profit

$ 0.8

$ 1.3

Operating Expenses

$ 3.0

$ 1.6

Net Loss

$ (2.2 )

$ (0.4 )

Adjusted EBITDA (Non-GAAP)1

$ (2.2 )

$ (0.4 )

3/31/25

3/31/26

Change

Contracted

Units: waiting to be built or in the process

of installation along with units we currently serve

28,375

36,720

+29.4%

Activated

Units: fully installed and on, but may not be

fully billing yet due to onboarding

11,674

24,530

+110.1%

Billed

Units: fully generating revenue under our managed

services or NaaS contracts

9,339

20,059

+114.8%

· Total

revenue decreased 19% year-over-year, reflecting the timing of certain client construction

and installation project revenues, which are periodic and variable in nature.

· Billed

units increased more than 114% year over year, driving increased recurring service revenue

under long-lived managed service and NaaS revenues.

· Elauwit

fully launched its comprehensive sales team and marketing programs during the first quarter

of 2026.

· The

new sales team has rapidly expanded bidding activity with properties across the continental

U.S., delivering verbal awards with 14 different ownership groups for 40 additional properties

accounting for more than 11,000 units across 16 states plus the District of Columbia.

· Backlog as of March 31, 2026 was

$38.1 million, compared to $15.6 million as of March 31, 2025. Backlog is comprised of new properties contracted for planned installation

and the value of recurring services revenue on activated or billed units.

Balance Sheet

As of March 31,

2026:

· Cash and

cash equivalents totaled $3.5 million.

· Accounts

receivable were $3.2 million, and inventories were $1.0 million.

· Deferred

revenue was $3.8 million.

· Related

party debt at March 31, 2026 was $1.2 million, and total debt was $1.9 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.

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.

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 anticipates

filing its Form 10-Q for the first quarter 2026 within the next couple of business days, which will be available 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,” “future,” “opportunity,” “potential,” “predict,” “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 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

Consolidated Balance Sheets

(in thousands, except

share and par value data)

March 31, 2026

December 31, 2025

ASSETS

Current Assets

Cash and cash equivalents

$ 3,534

$ 6,154

Accounts receivable, net of allowance for credit losses of $429 and $303, respectively

3,190

2,407

Inventories

1,028

1,004

Network financing receivable, current

213

Prepaid expenses and other current assets

443

550

Total current assets

8,408

10,328

Network financing receivable

1,025

1,078

Lease right-of-use assets, net

Net investment in lease

446

483

Other non-current assets

TOTAL ASSETS

$ 9,919

$ 11,943

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Deferred revenue

$ 3,811

$ 2,886

Accounts payable

1,094

1,813

Accrued expenses and other current liabilities

563

495

Operating lease liabilities, current

Related party debt, current

778

804

Note payable, current

199

196

Total current liabilities

6,459

6,223

Related party debt, net of current

446

506

Note payable, net of current

442

490

Deferred revenue, net of current

293

308

TOTAL LIABILITIES

7,640

7,527

Commitments and contingencies (see Note 13)

STOCKHOLDERS' EQUITY

Preferred stock, $0.0001 par value, 100,000 authorized as of March 31, 2026 and December 31, 2025; 0 outstanding as of March 31, 2026 and December 31, 2025

—

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

—

Additional Paid-in Capital

19,034

19,009

Accumulated deficit

(16,755 )

(14,593 )

Total stockholders' equity

2,279

4,416

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 9,919

$ 11,943

ELAUWIT CONNECTION,

INC.

Unaudited Condensed

Consolidated Statements of Operations

(in thousands,

except share and per value data)

For the three months ended March 31,

2026

2025

Revenues

$ 4,430

$ 5,446

Cost of revenues

3,603

4,187

Gross profit

827

1,259

Operating expenses

General and administrative

2,884

1,606

Sales and marketing

143

Total operating expenses

3,027

1,628

Operating loss from operations

(2,200 )

(369 )

Other expense, net

Interest income (expense), net

(73 )

Total other income (expense), net

(73 )

Loss from operations before income taxes

(2,162 )

(442 )

Income tax expense

—

Net loss

(2,162 )

(442 )

Net loss per share, basic and diluted

$ (0.33 )

$ (0.09 )

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

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 March 31,

2026

2025

Net Loss

$ (2,162 )

$ (442 )

Addback:

Income tax expense

Interest expense, net

(38 )

Depreciation and amortization

EBITDA

$ (2,186 )

$ (357 )

Addback:

Change in fair value of SAFE liability

Stock based compensation expense

Adjusted EBITDA

$ (2,171 )

$ (357 )

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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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:

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Namespace Prefix:

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