Business Combinations

12 Months Ended

May 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

Ekso Bionics Holdings, Inc.

On May 5, 2026, the Company completed the Business Combination contemplated by the Contribution and Exchange Agreement. At the Closing, APLD ChronoScale HoldCo LLC, a wholly-owned subsidiary of APLD Intermediate HoldCo LLC (the “Contributor”), transferred to the Company all of its right, title and interest in 1.2 shares of common stock of Cloud, representing 100% of the issued and outstanding equity interests of Applied Digital Cloud Corporation, in exchange for 138,217 newly issued shares of common stock of the Company. As a result of the Business Combination, Cloud became a direct, wholly-owned subsidiary of the Company. Following the consummation of the Applied Parent PIPE Investment and the closing of the Business Combination, Applied Parent and Contributor collectively beneficially owned approximately 97% of the outstanding common stock of the Company and the legacy Ekso shareholders owned approximately 3% of the Company’s outstanding common stock. Based on the relative voting rights and ownership interests following the Business Combination, Cloud was determined to be the accounting acquirer and the transaction was accounted for as a reverse acquisition.

Holding Company Transaction

On July 1, 2026, the Company completed the Holding Company Transaction pursuant to which ChronoScale Holdings Corporation became the successor issuer to ChronoScale and the publicly traded parent company, and Applied Digital Cloud Corporation became a direct wholly-owned subsidiary of ChronoScale Holdings Corporation and was renamed “ChronoScale Corporation.” All references to “Cloud” following the Holding Company Transaction refer to ChronoScale Corporation.

The aggregate purchase consideration in the Business Combination was $57,623, which was comprised of the following:


	Purchase Consideration
Common and preferred shares issued (4,277 shares)	$	56,543
Assumed restricted stock units (82 RSUs)	1,080
Total purchase consideration	$	57,623

The fair value of the common stock, preferred stock, and assumed restricted stock units included in the purchase consideration was estimated based on our $13.22 closing stock price on the Business Combination acquisition date.

In connection with the Business Combination, the Company assumed certain equity awards. The portion of these awards attributable to pre-combination service, valued at $1,080, was included in the total purchase price. The remaining compensation expense for awards requiring post-combination service will be recognized over the respective awards' remaining requisite service period.

The acquisition-related costs were $5,363, and were recorded in selling, general and administrative expense in the consolidated statements of operations during the year ended May 31, 2026.

The preliminary fair values of assets acquired and liabilities assumed on the Business Combination acquisition date are summarized as follows:


Purchase consideration to be allocated	$	57,623

Cash	$	13,492
Goodwill	54,513
Current assets held for sale	20,192
Total assets acquired	$	88,197

Current portion of debt	(3,346)
Accrued liabilities	(3,397)
Long-term debt	(464)
Warrant liabilities	(3,242)
Current liabilities held for sale	(5,125)
Total liabilities assumed	$	(15,574)
Total net assets acquired attributable to ChronoScale Corporation	$	72,623
Less: Cash acquired through APLD Parent PIPE Investment (as defined below)	$	(15,000)
Total net assets acquired attributable to ChronoScale Corporation, net of APLD Parent PIPE Investment	$	57,623

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is entirely attributable to the expected synergies and economic benefits associated with the access to public markets resulting from the Business Combination transaction, rather than the Legacy Ekso Business which is classified as held for sale and discontinued operations as of May 31, 2026. There were no changes to goodwill in the period between the Business Combination acquisition date and May 31, 2026.

The acquired assets and assumed liabilities were recorded at their estimated fair values, which are subject to change during the measurement period, which is up to one year from the date of acquisition. Assets and liabilities held for sale were recorded at their estimated fair values less costs to sell, as presented in the following table:


	Acquisition Date
ASSETS
Current assets:
Accounts receivable, net	$	4,125
Inventories	4,562
Prepaid expenses and other current assets	1,150
Property and equipment, net	1,086
Intangible assets, net	10,950
Operating lease right-of-use assets, net	315
Other assets	369
Estimated costs to sell	(2,365)
Total current assets held for sale	$	20,192

LIABILITIES
Current liabilities:
Accounts payable	$	281
Accrued liabilities	1,658
Operating lease liabilities, current	321
Deferred revenues, current	1,401
Deferred revenues, non-current	1,288
Operating lease liabilities, non-current	114
Other non-current liabilities	62
Total current liabilities held for sale	$	5,125

The fair value of the assumed debt was determined based on a valuation performed by an independent third-party valuation specialist in connection with the acquisition.

The fair value of acquired intangible assets consists of legacy Ekso's developed technology and trade name. The valuations of the developed technology and trade name were performed by a third-party valuation specialist using the relief-from-royalty method. The following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and their estimated useful lives:


	Fair Value		Useful Lives (in years)
Trade names	$	4,650	7
Developed technology	6,300		7
Total intangible assets acquired	$	10,950

The following unaudited pro forma combined financial information presents the combined results of Cloud and Ekso Bionics Holdings, Inc. as if the Business Combination had occurred on June 1, 2024, the beginning of the comparable prior annual reporting period:


	Year Ended May 31, 2026		Year Ended May 31, 2025
Pro forma revenue	$	83,169	$	99,027
Pro forma net loss	$	(66,233)	$	(87,107)

The unaudited pro forma combined financial information has been derived from the historical financial information of Cloud and Ekso Bionics Holdings, Inc. and reflects pro forma adjustments for the reversal of historical amortization expense related to intangible assets.

The unaudited pro forma combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination and related financing transactions been completed as of June 1, 2024. The unaudited pro forma combined financial information is presented for informational purposes only and may not be indicative of the Company’s future financial condition or results of operations. As Legacy Ekso assets qualify as held for sale and discontinued operations, an adjustment was not recorded for amortization expense within the unaudited pro forma combined financial information.