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:
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).
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.
On
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.
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.
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 | ) |
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.
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 | | |
| 67 | |
| 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 | |
| 28 | | |
| 55 | |
| Net investment in lease | |
| 483 | | |
| 531 | |
| Other non-current assets | |
| 26 | | |
| 25 | |
| 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 | | |
| 76 | |
| Operating lease liabilities, current | |
| 29 | | |
| 36 | |
| 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 | |
| — | | |
| 19 | |
| 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 | |
| | | |
| | |
| 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 | | |
| 81 | |
| Research and development | |
| 19 | | |
| 1 | |
| 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) | |
| 7 | | |
| — | |
| Total other expense, net | |
| (522 | ) | |
| (255 | ) |
| Loss from operations before income taxes | |
| (4,228 | ) | |
| (3,473 | ) |
| Income tax expense | |
| — | | |
| 1 | |
| 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 | ) |
