Elauwit Connection, Inc.

Elauwit Connection, Inc._March 31, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission file number: 001-42935

Elauwit Connection, Inc.

(Exact name of registrant as specified in its charter)


Delaware		99-3101171
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1700 Alta Vista Drive, Suite 130

Columbia, SC 29223

(Address of principal executive offices) (Zip Code)

(704) 558-3099

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbols	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		Emerging growth company	☑

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 8, 2026, 6,619,796 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

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		PAGE
PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Unaudited Condensed Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025	4
	Unaudited Condensed Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025	5
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	6
	Notes to Unaudited Condensed Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36

ITEM 4.	CONTROLS AND PROCEDURES	36

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	37

ITEM 5.	OTHER INFORMATION	37

ITEM 6.	EXHIBITS	38

SIGNATURES		39

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ELAUWIT CONNECTION, INC.

Unaudited Condensed 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		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		14		28
Net investment in lease		446		483
Other non-current assets		26		26
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		14		29
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

See accompanying notes to unaudited condensed financial statements.

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ELAUWIT CONNECTION, INC.

Unaudited Condensed Statements of Operations

(in thousands, except share and per value data)


	For the three months ended March 31,
	2026		2025
Revenues
Revenues	$	4,430	$	5,446
Cost of revenues
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		22
Total operating expenses		3,027		1,628
Loss from operations		(2,200)		(369)
Other expense, net
Interest income (expense), net		38		(73)
Total other income (expense), net		38		(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

See accompanying notes to unaudited condensed financial statements.

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ELAUWIT CONNECTION, INC.

Unaudited Condensed Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

For the three months ended March 31, 2026 and 2025

 

Common Stock

Stockholders’ Equity

Total

Class A

Class B

Additional

Stock

Stockholders’

 

Common Stock

 

Common Stock

 

Common Stock

Paid-In-

Accumulated

Subscription

Equity

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Receivable

 

(Deficit)

Balance at December 31, 2025

6,619,796

—

19,009

(14,593)

—

4,416

Stock based compensation

—

Net loss

—

SEC Form 10-Q filed by Elauwit Connection Inc.