Financial Analysis

Note 11. Commitments and Contingencies The Company is periodically involved in legal proceedings, legal actions and claims arising in the ordinary course of business. Management does not believe that there is any pending or threatened proceeding against the Company, which, if determined adversely, would have a material adverse effect on the Companys business, results of operations, cash flows, or financial condition. Phantom Stock Awards In 2024, the Company had an authorized Phantom Equity Plan to grant phantom stock units to key employees of the Company as a means to provide deferred compensation. The Phantom Equity Payments (Rights) are cash settled and calculated by reference to the value of the Company as of the date of the award of such Rights as determined in accordance with the Plan. The maximum amount of all Rights authorized by the Plan shall be 10% of the Companys total appreciation above the market value of the Company as determined in accordance the Plan. Upon a payment event in accordance with the Plan, a participants right to any unvested Rights would terminate and be cancelled without any further payment. Rights will also terminate and be forfeited if the participant is terminated for cause. If a participant breaches any noncompetition, confidentially, nonsolicitation, noninterference or nondisclosure agreement, all unvested and vested Rights will terminate and be forfeited and the participant would be required to repay immediately any payments previously made …

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Note 6. Related Party Debt The Companys related party debt consisted of (in thousands): September 30, 2025 December 31, 2024 Related Party Debt, current: Endurance Loan $ 222 $ 222 Motherlode Promissory Note 193 185 Network Service Agreements 344 288 Endurance Business Loan 250 Endurance Promissory Note 500 Second Endurance Promissory Note 500 Related Party Debt, current $ 2,009 $ 695 Related Party Debt, net of current Endurance Loan $ 574 $ 741 Motherlode Promissory Note 537 683 Network Service Agreements 1,053 1,051 Endurance Business Loan 250 Related Party Debt, net of current $ 2,164 $ 2,725 Apogee Telecom Promissory Note (December 6, 2019) On December 6, 2019 the Company entered into a promissory note (the Apogee Promissory Note) with Apogee Telecom, Inc., a Texas Corporation (Apogee), a related company connected from a board member and shareholder of the Company, where Apogee loaned $800 thousand, to the Company in exchange for the Apogee Promissory Note. The Apogee Promissory Note had a maturity date of November 30, 2026 and bears interest at 10.0%, compounded annually. No principal or interest payments were due until December 31, 2021, at which point principal and interest were paid in equal monthly installments of $19 thousand. As part of the Series Seed Repurchase Agreement this was paid off in its entirety on April 12, 2024 (see Note 8 ) . As of September 30, 2025 and December 31, 2024, the Apogee Promissory Note had no remaining balance. During the three and nine …

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The following table provides the Companys revenue disaggregated by revenue stream (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue: Network design and installation $ 4,454 $ 1,583 $ 14,990 $ 4,494 Internet network services and hardware and internet service 794 302 1,949 689 Total $ 5,248 $ 1,885 $ 16,939 $ 5,183 …

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Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 31, 2025 and is currently evaluating the impact on the Companys related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses (ASU 2024-03), that requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. Further clarified by ASU 2025-01, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, issued in December 2025 . The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods be …

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Note 7. Related Party Payables Management Agreement (December 6, 2019, was not renewed post 2022) On December 6, 2019 the Company entered into a management agreement (the Management Agreement) with Elauwit Connection, LLC, a Wyoming limited liability company (Elauwit LLC), a related party, that was dissolved in October 2024, whereby certain key persons of Elauwit LLC, shall provide management services to manage all aspects of the Company, subject to supervision and oversight by the Companys board of directors (the Board). The key persons (Key Persons) who will supervise all services include the Executive Chairman and the Chief Executive Officer of the Company. In consideration of the services provided by the Key Persons, the Company paid Elauwit LLC a sum of $45 thousand per month during the initial year of the Management Agreement, subject to potential annual increases and other compensation, as determined by the Board. The term of the agreement was three (3) years commencing on December 1, 2019 and terminated on November 30, 2022. Beginning in December 2020, the Key Persons elected to defer portions of their consideration. On August 20, 2024, as part of the Deferred Compensation Agreement, defined below, the Company agreed to pay the Key Persons $0.5 million, at an interest rate of 3.25%, on cumulative balances owed. During the three and nine months ended September 30, 2025 and 2024, the Company incurred $3 thousand, $10 thousand, $4 thousand, and $13 thousand of interest e …

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Note 3. Revenue and Deferred Revenue The following table provides the Companys revenue disaggregated by revenue stream (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue: Network design and installation $ 4,454 $ 1,583 $ 14,990 $ 4,494 Internet network services and hardware and internet service 794 302 1,949 689 Total $ 5,248 $ 1,885 $ 16,939 $ 5,183 Remaining performance obligations represent the transaction price of Company orders for which work has not been performed as of the end of a fiscal period and for contracts with substantive termination penalties. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $30.3 million (which represents the amount of the Companys backlog). $4.7 million of the backlog relates to the network design and installation performance obligations and $25.6 million relates to internet network services and hardware and internet services performance obligations. Additionally, $8.8 million of the $30.3 million of the Companys backlog relates to jobs that are contracted but not yet started as of September 30, 2025. The Company estimates that approximately $5.6 million of the remaining performance obligations at September 30, 2025 will be completed and recognized as revenue during 2025, with the remainder recognized between 2026 and 2032 . Changes in the Companys current deferred revenue balance for the nine months ended Septe …

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Note 2. Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All subsidiaries were dormant with no activities and were dissolved during 2024. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions for interim financial information and Article 8 of Regulation S-X. In the opinion of management, such statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2025. The operating results presented herein are not necessarily an indication of the results that may be expected for the year, or any future periods. The unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023, as included in the final prospectus dated November 2, 2025 and filed with the Securities and Exchange Commission ( …

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Note 8. Equity Offerings Common Stock Amendment to the Certificate of Incorporation On June 16, 2025, the Company amended and restated its certificate of incorporation to, among other things, (i) provide for a classified structure for the election of directors; (ii) increase the number of shares of common stock, par value $0.0001 per share, authorized for issuance to 14,900,000, consisting of 12,000,000 shares of Class A common stock and 2,900,000 shares of Class B common stock; (iii) authorize the Board of Directors to issue up to 100,000 shares of preferred stock, par value $0.0001 per share. On August 14, 2025, the Company amended and restated its certificate of incorporation to, among other things, (i) authorize 15,000,000 of capital stock which is divided into two classes, with 14,900,000 shares designated as Common Stock, $0.0001 par value per share (the Common Stock), and 100,000 shares designated as Preferred Stock, par value $0.0001 per share (the Preferred Stock) and (ii) provide that the holders of Common Stock hold all voting power. Put-Call Agreement On August 20, 2024, Baron Hunter Group, LLC (Baron Hunter) and Steele Creek Partners, LLC (Steele Creek), related parties through common management, have entered into an agreement (the Put- Call Agreement) with the Company whereby each was granted the right to sell to the Company (Put Option) up to a $2.0 million value of common shares of the Company at a discount of 10% below the initial public offering (IPO) issue …

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Note 13. Subsequent Events Adoption of Stock Incentive Plan On November 3, 2025, stockholders holding a majority of the Companys outstanding shares of Common Stock approved the Companys 2025 Stock Incentive Plan (the Plan) by written consent. The Plan provides that employees and non-employee directors of the Company and its affiliates and other individuals who perform services for the Company or its affiliates are eligible to receive awards under the Plan in the form of options, restricted stock, restricted stock units and other stock-based awards. The Plan is administered by the compensation committee of the Board. The Company initially reserved 700,000 shares for issuance under the Plan. The Plan provides for an annual increase in the number of shares of Common Stock available for issuance on January 1st of each year for a period of 10 years, in an amount equal to the lesser of (i) 5% of the total number of shares of Common Stock outstanding on December 31st of the prior calendar year, and (ii) the number of shares of Common Stock determined by the Board. Initial Public Offering On November 4, 2025, the Company entered into an Underwriting Agreement (the Underwriting Agreement) with Craig-Hallum Capital Group LLC, as representative of the underwriters (the Representative), for an underwritten public offering (the Offering) of 1,667,000 shares (Shares) of Common Stock. The public offering price was $9.00 per Share and the underwriters agreed to purchase 1,667,000 shares of C …

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