ChronoScale Holdings Corp

PROPOSAL 2

APPOINTMENT OF CBIZ CPAS P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2027

Introduction

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

Change in Auditor

On May 5, 2026, the Audit Committee approved (i) the termination of the engagement of WithumSmith+Brown, PC (“Withum”), our independent registered public accounting firm prior to the Business Combination, and (ii) the engagement of CBIZ as the independent registered public accounting firm to audit our consolidated financial statements for the year ended May 31, 2026 (the “2026 Annual Report”). Subject to the completion of CBIZ’s standard client acceptance procedures, CBIZ’s appointment was effective immediately after the Closing. CBIZ serves as the independent registered public accounting firm of Applied Parent and therefore also served as the independent registered public accounting firm of Cloud, as a wholly owned indirect subsidiary of Applied Parent, prior to the Business Combination. Withum was informed on May 5, 2026, that it would not be retained to serve as our independent registered public accounting firm immediately after the Closing.

During the period from January 1, 2024 to December 31, 2025, and the subsequent interim period through May 5, 2026, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum would have caused Withum to make reference thereto in its reports on the consolidated financial statements for such years, or (ii) reportable events (as described in Item 304 (a)(1)(v) of Regulation S-K).

During the period from January 1, 2024 to December 31, 2025, and the subsequent interim period through May 5, 2026, neither the Company nor anyone on the Company’s behalf consulted with CBIZ regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act.

The Audit Committee of the Board has appointed CBIZ to continue to serve as our independent registered public accounting firm for the fiscal year ending May 31, 2027. CBIZ is a successor via merger to Marcum LLP (“Marcum”), and CBIZ has served as our independent registered public accounting firm since May 5, 2026. In accordance with SEC rules and CBIZ policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Audit Committee and the Board believe that the continued retention of CBIZ as our independent registered public accounting firm is in the best interest of the Company and its stockholders and are asking the stockholders to ratify the selection of CBIZ as our independent registered public accounting firm for the fiscal year ending May 31, 2027.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of CBIZ to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our stockholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of CBIZ to serve as our independent registered public accounting firm for the fiscal year ending May 31, 2027 will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of CBIZ for the fiscal year ending May 31, 2027.

In connection with the audit of our financial statements for the fiscal year ended May 31, 2026, we entered into an agreement with CBIZ which sets forth the terms by which CBIZ performed audit services for us.

The following table presents fees billed to the Company for professional services rendered by our independent registered public accounting firm, CBIZ, for the fiscal years ended May 31, 2026 and May 31, 2025:

For the fiscal year ended May 31, 2026, the Audit Committee approved all of the services provided by, and fees paid to CBIZ.

The Audit Committee has established a policy requiring approval by it of all fees for audit and non-audit services to be provided by the Company’s independent registered public accountants, prior to commencement of such services. Consideration and approval of fees generally occurs at the Audit Committee’s direction or by direction of the Audit Committee Chairman.

Attendance at Annual Meeting

Representatives of CBIZ will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, the ratification of the independent registered public accounting firm requires a majority of the total votes cast at the Annual Meeting, whether in person or represented by proxy. As a result, abstentions, if any, will not affect the outcome of the vote on this proposal. If this proposal is deemed to be “routine” as described above, no broker non-votes will occur on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act) requires us to provide our stockholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our Named Executive Officers. Our stockholders previously approved, in an advisory vote held at the 2024 annual meeting of stockholders, holding an advisory vote to approve the compensation of our NEOs annually.

We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers as disclosed in the compensation tables and the narrative disclosures that accompany those tables. At the Annual Meeting, we are seeking stockholder approval, on an advisory (non-binding) basis, of the compensation of our NEOs as disclosed under the “Executive Compensation” section of this Proxy Statement.

We encourage stockholders to review the compensation tables and the related narrative disclosure on pages 18 to 29 of this Proxy Statement. We believe that our compensation policies and decisions are designed to incentivize and reward the creation of stockholder value.

As described in this Proxy Statement, we believe that the Company’s executive compensation program effectively aligns the interests of our NEOs with those of our stockholders by tying a significant portion of compensation to the Company’s performance and by providing a competitive level of compensation needed to recruit, retain and motivate talented executive officers critical to the Company’s long-term success.

On the basis of the compensation tables and the related narrative disclosure on pages 18 to 29 of this Proxy Statement, we are requesting that our stockholders vote on the following resolution:

RESOLVED, that the stockholders of ChronoScale Holdings Corporation approve, on an advisory basis, the compensation of ChronoScale Holdings Corporation’s Named Executive Officers, as described in the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement.

Although this Say on Pay vote on named executive officer compensation is non-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements.

In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in this Proxy Statement, requires a majority of the total votes cast at the Annual Meeting, whether in person or represented by proxy. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. If this proposal is deemed to be “routine” as described above, no broker non-votes will occur on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 4

RATIFICATION OF CERTAIN RESTRICTED STOCK AWARDS GRANTED TO NON-EMPLOYEE DIRECTORS UNDER THE 2026 PLAN

We are asking our stockholders to ratify certain restricted stock awards previously granted to the non-employee members of our Board under the 2026 Plan, as described below (collectively, the “Director Awards”). Stockholders are not being asked to approve or ratify the 2026 Plan or any amendment thereto.

Background

In connection with the Holding Company Transaction, we assumed all outstanding equity awards previously granted under the ChronoScale Corporation 2026 Omnibus Equity Incentive Plan (as amended, the “Legacy Plan”). Such awards remain outstanding and continue to be governed by the terms of the Legacy Plan and the applicable award agreements, except that references to ChronoScale therein have been conformed, as appropriate, to reflect the Holding Company Transaction and our assumption of the awards. All future equity awards will be granted under the 2026 Plan.

On May 14, 2026, the Board approved an amendment to the Legacy Plan (the “Plan Amendment”). Prior to the Plan Amendment, no Outside Director (as defined in the Legacy Plan) was entitled to receive awards in excess of $1,000,000 for the initial year of their term. The Plan Amendment amended this limit for Outside Directors newly elected to the Board prior to September 1, 2026, permitting awards with respect to up to 200,000 shares of our common stock for the initial year of the Outside Director’s term (which, based on the closing price of the Company’s common stock as of the date of the Plan Amendment, had a fair market value greater than the dollar limit in effect prior to the Plan Amendment).

Also on May 14, 2026, the Board considered restricted stock awards to each of our non-employee directors. The disinterested members of the Board determined that it was advisable and in the best interests of the Company and its stockholders to grant each such director a Restricted Stock Award of 200,000 shares of our common stock. The disinterested members of the Board approved those grants under the 2026 Plan on the terms and conditions substantially in accordance with our standard form of Restricted Stock Award Agreement, a form of which has been filed as Exhibit 10.18 to our Annual Report on Form 10-K, filed with the SEC on August 19, 2026. The Director Awards are not contingent upon the approval of this proposal.

On June 29, 2026, Andrew Schaap was appointed to the Board. In connection with his appointment, the disinterested members of the Board approved a Restricted Stock Award to Mr. Schaap of 200,000 shares of our common stock under the 2026 Plan, on terms and conditions substantially in accordance with our standard form of Restricted Stock Award Agreement.

Accordingly, the Director Awards that are the subject of ratification under this proposal consist of Restricted Stock Awards of 200,000 shares of our common stock granted to each of the following non-employee directors:

The Director Awards vest as to 50% on the first anniversary of the applicable Grant Date and as to 50% on the second anniversary of the applicable Grant Date, subject to continued service through the applicable vesting date, subject to potential accelerated vesting in the event of a termination due to death or Disability, or in the event of a Change in Control (as each term is defined in the 2026 Plan), and pro-rata accelerated vesting in the event an Outside Director elects not to stand for reelection.

Reasons for Seeking Stockholder Ratification

The Board believes that equity-based compensation is an important component of the Company’s non-employee director compensation program because it aligns the interests of our directors with those of our stockholders and provides an incentive for directors to contribute to our long-term success and growth. While the Director Awards are not contingent upon stockholder approval, the Board believes that submitting the Director Awards to stockholders for ratification is appropriate in light of the fact that the Director Awards were granted pursuant to the Plan Amendment.

We are seeking stockholder ratification of the Director Awards in light of the fact that the recipients are members of the Board and have a direct financial interest in their respective awards. Under Section 78.140 of the Nevada Revised Statutes, a transaction involving a director’s financial interest is not void or voidable solely as a result of that interest if, among other alternatives, the material facts concerning the director’s interest are known to the stockholders and the stockholders approve or ratify the transaction in good faith by the requisite stockholder vote. The Board expressly considered these Nevada statutory requirements and the interests of the director recipients in its approval of the Director Awards.

By approving this proposal, stockholders will ratify the Director Awards described above.Approval of this proposal will not constitute ratification of the Plan Amendment, any other amendment to the 2026 Plan, the 2026 Plan itself, or any other award made or that may in the future be made under the 2026 Plan.

Effect of Stockholder Approval

If this proposal is approved, the stockholders will be deemed to have ratified the grant of the Director Awards, pursuant to the 2026 Plan and on the terms and conditions of the applicable Restricted Stock Award Agreement.

Because stockholder ratification of the Director Awards is not required, if this proposal is not approved, the Director Awards will remain outstanding in accordance with their existing terms. The failure of stockholders to approve this proposal will not, by itself, rescind, cancel or otherwise affect the Director Awards. The Board will, however, consider the results of the stockholder vote in connection with its future consideration of non-employee director compensation.

In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, the approval of this proposal requires a majority of the total votes cast at the Annual Meeting, whether in person or represented by proxy. As a result, abstentions and broker non-votes (see below), if any, will not affect the outcome of the vote on this proposal. If this proposal is deemed to be “routine” as described above, no broker non-votes will occur on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF CERTAIN RESTRICTED STOCK AWARDS GRANTED TO NON-EMPLOYEE DIRECTORS UNDER THE 2026 PLAN.

PROPOSAL 5

APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF ANY ONE OR MORE OF THE FOREGOING PROPOSALS

Adjournment of the Annual Meeting

In the event that the number of shares of common stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of any of the foregoing proposals is insufficient to approve such proposals, we may move to adjourn the Annual Meeting in order to enable us to solicit additional proxies in favor of such proposals. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the Annual Meeting.

For the avoidance of doubt, any proxy authorizing the adjournment of the Annual Meeting shall also authorize successive adjournments thereof, at any meeting so adjourned, to the extent necessary for us to solicit additional proxies in favor of the adoption of any such proposal.

In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, the approval of the adjournment of the Annual Meeting in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals, requires a majority of the total votes cast at the Annual Meeting, whether in person or represented by proxy. As a result, abstentions and broker non-votes, if any, will not affect the outcome of this proposal. If this proposal is deemed to be “routine” as described above, no broker non-votes will occur on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT OF THE ANNUAL MEETING IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF ANY ONE OR MORE OF THE FOREGOING PROPOSALS.