Elauwit Connection : Amendment to Quarterly Report (Form 10-Q/A)

About this update from Elauwit Connection, Inc.

This Amendment No. 1 on Form 10-Q/A (this "Amended Report") amends the Quarterly Report on Form 10-Q of Elauwit Connection, Inc. (the "Company," "we," "our," or "us") for the quarterly period ended September 30, 2025, originally filed with the Securities and Exchange Commission ("SEC") on December 10, 2025 (the "Original Filing"). This Amended Report is being filed to restate the Company's unaudited condensed consolidated financial statements and related disclosures for the three and nine months ended September 30, 2025, as described in Note 2, "Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements," to the unaudited condensed consolidated financial statements included herein. Information that was not affected by the restatement is unchanged from the Original Filing. Restatement Background. During the preparation of the Company's financial close for the quarter and year ended December 31, 2025, the Company identified errors in revenue recognition related to certain network design and installation contracts accounted for under ASC 606 using the percentage-of-completion ("POC") cost-to-cost input method. The errors resulted from a breakdown in the reconciliation process between the Company's general ledger and an externally maintained revenue recognition model, which led to the duplication of revenue recognized in certain interim periods isolated to 2025. As a result, revenue was overstated by an aggregate amount of $1.391 million for the nine months ended September 30, 2025, including an overstatement of $0.471 million for the three months ended September 30, 2025. This included an overstatement of revenue of $0.748 million and $0.920 million for the three and six months ended June 30, 2025, respectively and $0.171 million for the three months ended March 31, 2025. Management evaluated the errors in accordance with ASC 250, Accounting Changes and Error Corrections , and Staff Accounting Bulletin No. 99 and No. 108, and concluded that the errors were material to the previously issued interim financial statements for the periods ended September 30, 2025. The errors did not result from intentional misconduct and were attributable to a process control deficiency in the reconciliation of revenue recognition schedules. The Company has corrected the errors in the current period and has implemented enhanced reconciliation and review controls designed to prevent similar errors in future reporting periods. Internal Control Considerations. The revenue recognition errors resulted from deficiencies in the Company's internal controls over the POC revenue recognition process. These control deficiencies are consistent with and directly related to the material weaknesses in internal control over financial reporting previously disclosed in the Company's Original Filing, in which management concluded that disclosure controls and procedures were not effective as of September 30, 2025. For information regarding management's remediation measures, see Part I, Item 4, "Controls and Procedures." Additionally, this Amended Report includes supplemental unaudited condensed consolidated statements of operations for the three months ended March 31, 2025, the three months ended June 30, 2025, and the six months ended June 30, 2025 to provide a complete quarterly breakdown of the corrected financial information for each period in the nine months ended September 30, 2025. Items Amended. The following items of the Original Filing have been amended and restated: Part I, Item 1: Financial Statements (Unaudited) - including the condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, the condensed consolidated statements of mezzanine equity and stockholders' deficit for the three and nine months ended September 30, 2025, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025, and the related notes to the unaudited condensed consolidated financial statements. Part I, Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations ​ Table of Contents Part I, Item 4: Controls and Procedures Part II, Item 1A: Risk Factors Part II, Item 6: Exhibits In addition, the Company's Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Form 10-Q/A (Exhibits 31.1, 31.2 and 32). Except as described above, no other items of the Original Filing have been amended. This Amended Report does not reflect events occurring after the date of the Original Filing or modify or update those disclosures in any way, other than as required to reflect the effects of the restatement. Accordingly, this Amended Report should be read in conjunction with the Company's filings with the SEC subsequent to the date of the Original Filing. ​ Table of Contents ​ ​

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