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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): December 8, 2025
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. |
On December 8, 2025, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter ended September 30, 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 December 8, 2025. | |
| 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: December 8, 2025 | /s/ Barry Rubens | |
| Name: | Barry Rubens | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Elauwit Connection, Inc. Announces 178% Increase in Third Quarter Revenue
Recurring Service Revenue Increases 163%
Post-IPO Balance Sheet Supports Networking as a Service Implementations, Expands Addressable Market
COLUMBIA, SC, December 8, 2025 – Elauwit Connection, Inc. (Nasdaq: ELWT) (“Elauwit,” the “Company,” “we,” “us,” or “our”), a national managed services provider delivering turnkey broadband and property-wide WiFi networks for multifamily and student housing communities, today reported financial results for the third quarter ended September 30, 2025 (the “third quarter”).
Said Dan McDonough, Executive Chairman, “Elauwit is growing rapidly as it redefines how broadband services are provided to multifamily housing properties. We believe we are creating a win-win-win scenario with better service to residents, improved economics to property owners, and profitable growth for Elauwit.
“We are excited to report strong year-over-year growth in the third quarter, demonstrating our ability to onboard long-term recurring revenue contracts with property owners. We anticipate deploying the capital from our recent Nasdaq initial public offering to further expand our sales and marketing team and offer services under a Networking-as-a-Service (“NaaS”) model that allow us to reach even more properties in our $25 billion addressable market.
“We have a strong and growing pipeline of properties coming onto our platform, which will generate years of expected recurring revenue for Elauwit and provide visibility into continued revenue growth. We also have a growing funnel of new business opportunities as properties learn how Elauwit can increase their revenue potential, resident satisfaction and property value.”
Financial Highlights (unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (in $ millions) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||||
| Revenue | $ | 5.2 | $ | 1.9 | $ | 16.9 | $ | 5.2 | ||||||||
| Gross Profit | $ | 1.9 | $ | 0.2 | $ | 4.9 | $ | 0.9 | ||||||||
| Operating Expenses | $ | 1.8 | $ | 1.1 | $ | 4.9 | $ | 3.1 | ||||||||
| Net Income (Loss) | $ | (0.2 | ) | $ | (1.0 | ) | $ | (0.5 | ) | $ | (2.4 | ) | ||||
| Adjusted EBITDA (Non-GAAP)1 | $ | 0.1 | $ | (0.9 | ) | $ | (0.0 | ) | $ | (2.2 | ) | |||||
Third quarter results included the following highlights:
| Total revenue increased 178% year-over-year, recurring service revenue increased 163% year-over-year, |
1 Adjusted 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 discussion of this non-GAAP measure and the schedules attached to this earnings release for a reconciliation of adjusted EBITDA to net income (loss).
| Contracted units – those waiting to be built or in the process of installation increased to 32,826 from 25,907 a year earlier, |
| Activated units – units that are fully installed and on, but may not be fully billing yet due to onboarding increased to 16,964 from 6,765 a year earlier, and |
| Billed units – units that are fully generating revenue under our managed services or NaaS contracts increased to 10,710 from 5,171 a year earlier. |
| Subsequent to the quarter end, Elauwit completed its initial public offering on the Nasdaq Capital Market on November 6, 2025. |
Balance Sheet
| • | As of September 30, 2025, cash, cash equivalents and short-term investments totaled $0.8 million. |
| • | Subsequent to quarter end, on November 6, 2025, Elauwit closed its initial public offering, resulting in the issuance of 1,667,000 shares of common stock for gross proceeds of approximately $15.0 million, before deducting underwriting discounts and commissions and other offering expenses. |
| • | On November 21, 2025, the offering’s over-allotment option was partially exercised, resulting in additional gross proceeds of approximately $0.6 million. |
Conference Call
Elauwit’s management will host a live webcast conference call today at 4:30 p.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 + 1-412-317-6060.
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 third quarter within the next week, and it will be available at https://investor.elauwit.com. This press release should be read in conjunction with the Form 10-Q and the related Notes to Unaudited Condensed 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 national managed services provider that designs, builds, and operates premium broadband and property-wide WiFi networks for multifamily and student housing communities. With a focus on service quality, reliability, and measurable asset value, Elauwit enables property owners to deliver always-on connectivity as a modern amenity and a source of recurring Net Operating Income (“NOI”) growth.
For more information, visit www.elauwit.com.
Non-GAAP Financial Measures
In addition to net income (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 income (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.
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 full recurring service 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, the Company’s deployment of capital following its initial public offering, and its performance as a public company. The words “anticipate,” “believe,” “can,” “expect,” “future,” “opportunities,” “potential,” “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)
| September 30, 2025 | December 31, 2024 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 762 | $ | 287 | ||||
| Accounts receivable | 4,564 | 4,451 | ||||||
| Inventories | 1,841 | 1,606 | ||||||
| Network financing receivable, current | 77 | 67 | ||||||
| Prepaid expenses and other current assets | 349 | 258 | ||||||
| Total current assets | 7,593 | 6,669 | ||||||
| Network financing receivable | 930 | 446 | ||||||
| Lease right-of-use assets, net | 41 | 55 | ||||||
| Net investment in lease | 496 | 531 | ||||||
| Other non-current assets | 26 | 25 | ||||||
| TOTAL ASSETS | $ | 9,086 | $ | 7,726 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 2,740 | $ | 1,914 | ||||
| Accrued expenses and other current liabilities | 34 | 76 | ||||||
| Related party debt, current | 2,009 | 695 | ||||||
| Related party payables, current | 240 | 240 | ||||||
| Deferred revenue | 5,559 | 6,215 | ||||||
| Operating lease liabilities, current | 43 | 36 | ||||||
| Total current liabilities | 10,625 | 9,176 | ||||||
| Related party debt, net of current | 2,164 | 2,725 | ||||||
| Related party payables, net of current | 174 | 342 | ||||||
| SAFE liability | 1,176 | — | ||||||
| Operating lease liabilities, net of current | — | 19 | ||||||
| Total liabilities | 14,139 | 12,262 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Preferred stock, $0.0001 par value, 100,000 and 577,067 authorized as of September 30, 2025 and December 31, 2024, respectively; none outstanding as of September 30, 2025 and December 31, 2024 | — | — | ||||||
| Common stock, $0.0001 par value, 14,900,000 authorized; 5,000,000 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | — | — | ||||||
| Class A common stock, $0.0001 par value, 0 and 7,000,000 authorized as of September 30, 2025 and December 31, 2024, respectively, 0 and 2,497,950 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | — | — | ||||||
| Class B common stock, $0.0001 par value, 0 and 3,000,000 authorized as of September 30, 2025 and December 31, 2024, respectively, 0 and 2,502,050 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | — | — | ||||||
| Stock subscription receivable | — | (30 | ) | |||||
| Additional paid-in capital | 5,859 | 5,859 | ||||||
| Accumulated deficit | (10,912 | ) | (10,365 | ) | ||||
| Total stockholders' deficit | (5,053 | ) | (4,536 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 9,086 | $ | 7,726 | ||||
ELAUWIT CONNECTION, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per value data)
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues | $ | 5,248 | $ | 1,885 | $ | 16,939 | $ | 5,183 | ||||||||
| Cost of revenues | ||||||||||||||||
| Cost of revenues | 3,360 | 1,671 | 12,067 | 4,299 | ||||||||||||
| Gross profit | 1,888 | 214 | 4,872 | 884 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | 1,725 | 1,075 | 4,834 | 3,016 | ||||||||||||
| Sales and marketing | 36 | 20 | 100 | 48 | ||||||||||||
| Research and development | 9 | — | 9 | 1 | ||||||||||||
| Total operating expenses | 1,770 | 1,095 | 4,943 | 3,065 | ||||||||||||
| Operating income (loss) | 118 | (881 | ) | (71 | ) | (2,181 | ) | |||||||||
| Other expense, net | ||||||||||||||||
| Change in fair value of SAFE liability | (176 | ) | — | (176 | ) | — | ||||||||||
| Interest expense, net | (109 | ) | (73 | ) | (295 | ) | (185 | ) | ||||||||
| Total other expense, net | (285 | ) | (73 | ) | (471 | ) | (185 | ) | ||||||||
| Loss from operations before income taxes | (167 | ) | (954 | ) | (542 | ) | (2,366 | ) | ||||||||
| Income tax expense | 1 | 16 | 5 | 17 | ||||||||||||
| Net loss | $ | (168 | ) | $ | (970 | ) | $ | (547 | ) | $ | (2,383 | ) | ||||
| Net loss per share, basic and diluted | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.11 | ) | $ | (0.78 | ) | ||||
| Weighted average common shares used in computing net loss per share, basic and diluted | 5,000,000 | 3,566,369 | 5,000,000 | 3,055,594 | ||||||||||||
ELAUWIT CONNECTION, INC.
Reconciliation from Net Loss to Adjusted EBITDA
(in thousands)
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (168 | ) | $ | (970 | ) | $ | (547 | ) | $ | (2,383 | ) | ||||
| Addback: | ||||||||||||||||
| Income tax expense | 1 | 16 | 5 | 17 | ||||||||||||
| Interest expense, net | 109 | 73 | 295 | 185 | ||||||||||||
| Depreciation and amortization | 11 | 8 | 39 | 8 | ||||||||||||
| EBITDA | $ | (47 | ) | $ | (873 | ) | $ | (208 | ) | $ | (2,173 | ) | ||||
| Addback: | ||||||||||||||||
| Change in fair value of SAFE liability | 176 | — | 176 | — | ||||||||||||
| Adjusted EBITDA | 129 | (873 | ) | (32 | ) | (2,173 | ) | |||||||||