Form 8-K
8-K — ChronoScale Holdings Corp
Accession: 0001493152-26-040398
Filed: 2026-08-27
Period: 2026-08-27
CIK: 0001549084
SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
27, 2026
(Date
of earliest event reported)
CHRONOSCALE
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
001-37854
42-3357005
(State
or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
2440
Sand Hill Road,
Suite
400
Menlo
Park, CA
94025
(Address
of principal executive offices)
(Zip
Code)
214-427-1704
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
CHRN
Nasdaq
Capital Market
Item 7.01 Regulation FD Disclosure.
On
August 27, 2026, ChronoScale Holdings Corporation, a Nevada corporation (the “Company”) issued a press release announcing
its previously disclosed strategic partnership with Microsoft Corporation (“Microsoft”) for a planned 50-megawatt
(MW) AI compute deployment (the “Deployment”).
A
copy of the press release announcing the partnership is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information contained in this Item 7.01, including the related information set forth in Exhibit 99.1 is being “furnished”
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act,
except as otherwise expressly stated in any such filing.
Item 8.01 Other Events.
The
Company previously disclosed it entered into a two-year strategic partnership with Microsoft to support the Deployment. The Company and
Microsoft have agreed to extend the term from two years to three years.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters
that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation
Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, (i)
statements regarding the Company, its plans and objectives and anticipated future economic performance; (ii) statements about the cloud
compute industry; (iii) statements regarding the Company’s ability to expand capacity and meet accelerating demand; (iv) statements
regarding the planned partnership, deployment, performance, reliability, and scalability of the infrastructure described herein; and
(v) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to
rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently
subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results
could vary materially from the Company’s expectations. These risks, uncertainties, and other factors include limitations on the
Company’s ability to attract and retain key personnel, including executive officers and Board members of the Company; customer
concentration, and an inability to renew existing customer agreements; the success of the Company’s risk management activities,
including any failure by the Company to implement and maintain effective internal controls; litigation, including the potential litigation
concerning the recently completed business combination; cash flow and access to capital; conditions in the debt and equity capital markets;
slower than anticipated growth in the cloud compute industry; uncertainties related to market conditions, and other factors discussed
in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026,
as amended on April 10, 2026, subsequently filed Quarterly Reports on Form 10-Q, the definitive Information Statement on Schedule 14C
filed with the SEC on April 3, 2026, and the risks described in other filings that the Company may make from time to time with the SEC.
Any forward-looking statements contained in this Current Report are being made only as of the date hereof, and the Company specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise,
except to the extent required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
99.1
Press release, dated August 27, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHRONOSCALE HOLDINGS CORPORATION
Dated:
August 27, 2026 By: /s/
Jerome Wong
Name: Jerome
Wong
Title: Chief
Financial Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
ChronoScale
Announces AI Infrastructure Partnership with Microsoft
for
50 MW AI Compute Deployment in North America
Menlo
Park, CA — August 27, 2026 — ChronoScale Corporation (NASDAQ: CHRN), (“ChronoScale” or the “Company”),
an accelerated compute platform purpose-built to support demanding artificial intelligence workloads, today announced plans with Microsoft
for a 50-megawatt (MW) AI compute deployment in North America. The deployment will feature NVIDIA GB300 NVL72 systems and advanced
liquid-cooling infrastructure designed for high-density AI workloads.
The
project brings together ChronoScale’s experience developing and operating purpose-built AI infrastructure with Microsoft’s
global cloud and AI capabilities. It is designed to support the power, cooling, networking, storage, and operational requirements of
next-generation accelerated computing.
“Microsoft
is helping define the next era of AI, and we are proud to partner with them on the infrastructure required to support that transformation,”
said Cenly Chen, Chief Executive Officer of ChronoScale. “This planned 50 MW deployment reflects our focus on building AI infrastructure
for the density and scale of accelerated computing. By combining NVIDIA GB300 NVL72 systems, liquid cooling, and our full-stack infrastructure
capabilities, we intend to deliver production-ready AI compute with the performance, reliability, and scalability our customers require.”
The
North America deployment will integrate NVIDIA GB300 NVL72 systems with liquid cooling, high-performance networking, storage, software,
and purpose-built data center infrastructure. The integrated design is intended to manage the thermal and operational requirements of
next-generation NVIDIA accelerated computing clusters while supporting advanced AI training and inference workloads.
“The
next generation of AI clouds must operate as full-stack AI factories, delivering more intelligence from every watt and lower token costs
over the life of the infrastructure,” said Raj Mirpuri, Vice President of Global AI Clouds and Infrastructure
Ecosystem at NVIDIA. “ChronoScale’s deployment of NVIDIA GB300 NVL72 systems will provide the performance, efficiency
and flexibility developers and enterprises need to train and deploy frontier and open-source AI at scale.”
As
AI models increase in size and complexity, the infrastructure supporting them must accommodate greater power density, advanced cooling
technologies, high-bandwidth networking, and tightly integrated operations. ChronoScale’s full-stack platform brings together compute,
networking, storage, software, and purpose-built data center infrastructure to deploy and operate accelerated computing capacity at scale.
###
About
ChronoScale
ChronoScale
(Nasdaq: CHRN) is an accelerated compute platform purpose-built to support demanding artificial intelligence workloads. Focused on large-scale
deployments, the platform delivers dedicated compute environments optimized for performance, consistency, and long-term operational execution,
with the ability to scale capacity alongside accelerating AI demand.
Forward-Looking
Statements
Statements
in this Press Release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, (i)
statements regarding the Company, its plans and objectives and anticipated future economic performance; (ii) statements about the cloud
compute industry; (iii) statements regarding the Company’s ability to expand capacity and meet accelerating demand; (iv) statements
regarding the planned partnership, deployment, performance, reliability, and scalability of the infrastructure described herein; and
(v) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to
rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently
subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results
could vary materially from the Company’s expectations. These risks, uncertainties, and other factors include: difficulties and
delays in integrating the combined business resulting from the recently consummated business combination; the possibility that the anticipated
benefits of the business combination are not realized when expected or at all, including as a result of the impact of, or problems arising
from, the integration of the two companies; limitations on the Company’s ability to attract and retain key personnel, including
executive officers and Board members of the Company; customer concentration, and an inability to renew existing customer agreements;
the success of the Company’s risk management activities, including any failure by the Company to implement and maintain effective
internal controls; litigation, including the potential litigation concerning the business combination; cash flow and access to capital;
conditions in the debt and equity capital markets; slower than anticipated growth in the cloud compute industry; uncertainties related
to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form
10-K filed with the SEC on February 23, 2026, as amended on April 10, 2026, subsequently filed Quarterly Reports on Form 10-Q, the definitive
Information Statement on Schedule 14C filed with the SEC on April 3, 2026, and the risks described in other filings that the Company
may make from time to time with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof,
and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information,
future events, or otherwise, except to the extent required by applicable law.
Investor
Relations & Media Contacts
Matt Glover or Ralf Esper
Gateway Group, Inc.
(949)
574-3860
CHRN@gateway-grp.com
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Cover
Aug. 27, 2026
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