Celestial Announces Proposed Qualifying Transaction Spin-Out Acquisition of Nokia's Space Communication Solutions Business Unit and Scotiabank Led US$40,000,000 Financing

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TORONTO, April 16, 2026 /CNW/ - Celestial Acquisition Corp. (TSXV: CES.P) ("Celestial"), a space technology focused capital pool company, is pleased to announce that it has entered into a Business Combination Agreement dated April 15, 2026 (the "Definitive Agreement") with Nokia Solutions and Networks Oy ("NSN"), Nokia of America Corporation ("NOAC") and Modulate Space Corporation ("MSC US"), pursuant to which the parties will complete a transaction that will result in a reverse takeover of Celestial by Nokia Oyj's (HEL: NOKIA) ("Nokia") Space Communication Solutions business ("Modul8"), which operates as part of Nokia's renowned research and development organization, Nokia Bell Labs (the "Proposed Transaction"). Following completion of the Proposed Transaction, Celestial will continue the business of Modul8 under the name "Modul8 Corporation" (the "Resulting Issuer").

In connection with the Proposed Transaction, the parties are also pleased to announce that they have engaged Scotia Capital Inc. ("Scotiabank") as lead agent, on behalf of a syndicate of agents, to complete a brokered financing of subscription receipts (the "Subscription Receipts") for gross proceeds of US$40,000,000 (the "Financing").

John Dow, CEO and Co-Founder of Modul8, said "This transaction represents an exciting opportunity to unlock the next phase of growth for our Space Communication Solutions business. By establishing Modul8 as a focused, independent company, we believe it will be better positioned to access dedicated growth capital, accelerate innovation, and serve the rapidly expanding space economy while continuing to build on its strong technical foundation developed within Nokia Bell Labs. With Celestial and Scotiabank, we are well positioned with the right partners to begin our journey as a publicly listed company in Toronto."

Marek Lorenc, Director and Board Chair of Celestial, said "Since inception, our mission has been to identify and pursue high-growth opportunities that deliver pure-play exposure to space equities. We are honoured to be entrusted by Nokia and Nokia Bell Labs, among the world's most respected corporations and pre-eminent research institutions, to partner in the growth of this exceptional technology with a distinguished executive team."

Jared Bottoms, Chief Executive Officer of Celestial, said "The future space economy requires communications infrastructure as ubiquitous and unified as we have on Earth. Connections between satellites, stations, landers, astronauts, sensors and beyond must be ever available and without a burden to use. Leveraging decades of leading telecom experience and space heritage, together with access to sophisticated capital, we expect that the highly experienced team at Modul8 will be positioned to bring these modernizations to space communications, unlocking critical infrastructure for the growth of the space economy."

About Modul8

Modul8 is the newly launched brand name for Nokia's Space Communication Solutions business and currently operates as a venture within Nokia Bell Labs where it designs, develops and deploys communication and compute solutions, including hardware, software, applications and services for demanding mission-critical space environments. Modul8 is rapidly upgrading traditional in-space communications through the application of advanced, proven standards-based cellular, Wi-Fi and free space optical communications technologies and deep expertise. In March 2025, the Modul8 team deployed and operationalized the first cellular communications network on the Moon as part of the Intuitive Machines IM-2 mission¹. Modul8 is currently engaged with Axiom Space to integrate cellular communications capabilities into the Axiom Extravehicular Mobility Unit (AxEMU) next-generation spacesuit designed for lunar exploration as part of NASA's Artemis program.

^[1]https://www.nokia.com/newsroom/nokia-and-intuitive-machines-deliver-first-cellular-network-to-the-moon-achieve-some-key-mission-objectives/

Executive Leadership

The core of the executive leadership team that will be joining Modul8 as part of the Proposed Transaction includes:

Mr. John Dow -Chief Executive Officer & Co-Founder, Modul8

John Dow currently serves as General Manager of Modul8 under Nokia Bell Labs and is a Co-Founder of Modul8. He previously served as VP Strategic Initiatives – Corporate Strategy & Technology Group, and GM & Global Head of Disruptive Network Innovations at Nokia.

John is a highly experienced entrepreneur with decades leading technology innovations as Chief Executive Officer, General Manager, and Senior Executive. As Vice President of Alcatel-Lucent's Americas Wireless business where he led significant revenue growth and profitability during his tenure. John also led the market introduction of Alcatel-Lucent's small cell driving significant revenue growth and market expansion under his leadership. While an executive at Fortress Technologies, John was the architect of the company's strategic shift into secure wireless communications, a decision that ultimately led to the company's acquisition by General Dynamics.

Dr. Thierry E. Klein -Chief Technology and Research Officer & Co-Founder, Modul8

Thierry E. Klein currently serves as President of Bell Labs Solutions Research at Nokia and is a Co-Founder of Modul8.

Thierry is a world-renowned researcher, an innovation leader, and an IEEE Fellow. Thierry has over 25 years of experience in communication networking and information technologies and has led countless research and innovation projects and cross-disciplinary industrial partnership engagements, including the 5G Automotive Association and the GreenTouch Consortium. Thierry previously served as CTO and Founder of Alcatel-Lucent's Rapidly Deployable Networks Venture.

Thierry earned an MS in Mechanical Engineering and an MS in Electrical Engineering from the Université de Nantes and the Ecole Centrale de Nantes in Nantes, France. He received a PhD in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, USA. He is an author on over 35 peer-reviewed conference and journal publications and an inventor on 36 patent applications. In 2010, he was voted "Technologist of the Year" at the Total Telecom World Vendor Awards and received the 2016 Industrial Innovation Award from the IEEE Communications Society. Thierry has been broadly recognized as an innovation leader and selected on the BINJE's Best Power List 2026, the NJBIZ Power 100 list (2025 and 2026), the New Jersey ROI Influencers: Power List Super 75 (2025 and 2026) and recognized with the New Jersey Innovate 100 Award (2024).

Ms. Janet Kumpu -Chief Operating Officer and Interim Chief Financial Officer, Modul8

Janet Kumpu currently serves as Chief Operating Officer and Chief Financial Officer of Modul8 under Nokia Bell Labs, following a highly distinguished career in business operations, finance and executive leadership.

Janet has held senior executive roles, including GM, President, COO and CFO for early-stage startups and Fortune 500 companies, driving growth through organic expansion, M&A and integration. Janet served as President and Chief Operating Officer of Fortress Technologies, a secure tactical wireless communications provider, leading it from startup to eventual sale to General Dynamics where she continued as Business Unit Director and VP Federal Strategic Sales and Business Development. Janet has deep experience leading large-scale defense and national security operations, driving strategic partnership integration into ACAT1 programs for mission critical communication platforms.

Mr. Zeev Lubenski – Vice President of Engineering, Modul8

Zeev Lubenski currently serves as Head of Engineering at Modul8 under Nokia Bell Labs. An accomplished technology leader; Zeev has more than 30 years of R&D experience.

Zeev has worked as a global leader with multinational and distributed R&D environments and built and led large R&D teams from inception to maturity in both startups and large companies across the full product life cycle management and delivery from the prototype to deployment and operations. He has deep technical knowledge in all aspects of telecommunications, including deployable networks with a broad end-to-end architectural view.

It is anticipated that substantially all of the current directors and officers of Celestial will resign from their respective positions upon closing of the Proposed Transaction, with the Resulting Issuer (hereinafter defined) board of directors being comprised of five (5) individuals, a majority of whom will be independent. Celestial and Nokia will be working jointly to identify and select board candidates and other senior officers to join Modul8 in executing on the company's existing market and expansion opportunities.

The Proposed Transaction

Pursuant to the terms and conditions of the Definitive Agreement, Celestial will acquire, in exchange for the issuance of Resulting Issuer Shares (as defined below) to NSN (a wholly-owned subsidiary of Nokia existing under the laws of Finland) and to shareholders of MSC US (a Texas incorporated entity), (i) certain patents and intellectual property licences from NSN (which intellectual property assets will be transferred concurrently with the completion of the Proposed Transaction to a newly formed and wholly-owned Ontario incorporated subsidiary of Celestial), and (ii) certain operating business assets (which will be transferred concurrently from NOAC to MSC US), including software, hardware, a lease to Modul8's operating facility in Texas, and other unregistered intellectual property such as, among other things, know-how and trade secrets, through the acquisition of MSC US, in each case required for the operation of the Modul8 business.

In connection with the completion of the Proposed Transaction, the outstanding common shares of Celestial (the "Celestial Shares") are currently expected to be consolidated on the basis of one post-consolidation Celestial common share for up to every 3.0833 existing Celestial Shares (the "Consolidation"), and Celestial will effect its name change to "Modul8 Corporation" (the "Name Change").

The Financing will be completed into a newly incorporated Ontario entity ("Finco") that, following the satisfaction or waiver of certain customary escrow release conditions, will complete a three-cornered amalgamation with a newly formed subsidiary of Celestial. All former holders of Subscription Receipts of Finco will receive one freely trading post-Consolidation common share of the Resulting Issuer (the "Resulting Issuer Shares") for each Subscription Receipt held (the "Conversion"). Following the Conversion, on a non-diluted basis, it is expected that approximately 50,000,000 Resulting Issuer Shares will be outstanding and former shareholders of Celestial will hold approximately 6% of the outstanding Resulting Issuer Shares, former holders of Subscription Receipts will hold approximately 33.33% of the outstanding Resulting Issuer Shares, NSN will hold approximately 40.67% of the outstanding Resulting Issuer Shares, and former shareholders of MSC US will hold approximately 20% of the outstanding Resulting Issuer Shares. The Proposed Transaction is at arm's length and, if completed, it will constitute Celestial's "Qualifying Transaction", as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Completion of the Proposed Transaction is subject to conditions customary of a transaction of this nature including, among others, receipt of all regulatory and Exchange approvals, completion of the Financing, the Consolidation and the Name Change. In connection with the Financing, the agents will receive of a cash commission of 6% in respect of the Financing proceeds, which amount shall be reduced to 3% in respect of amounts from certain president's list purchasers.

Additional Information

Additional information concerning the Proposed Transaction will be provided in subsequent press releases and in Celestial's non-offering prospectus to be prepared in connection with the Proposed Transaction (the "Disclosure Document"), which will be accessible under Celestial's SEDAR+ profile at www.sedarplus.ca.

All information contained in this press release with respect to Celestial and Nokia was supplied by or from the respective party for inclusion herein, without independent review by the other party. Each party has relied on the other party for any information concerning the other.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

In accordance with the policies of the Exchange, trading in Celestial Shares has been halted and is not expected to resume trading until completion of the Proposed Transaction or until the Exchange receives the requisite documentation to resume trading. It is intended that the Resulting Issuer will be listed on the Exchange as a Tier 1 issuer, subject to Exchange approval.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Nokia

Nokia is a global leader in connectivity for the AI era. With expertise across fixed, mobile, and transport networks, we're advancing connectivity to secure a brighter world.

About Celestial

Celestial is the first and only Capital Pool Company listed on the TSX Venture Exchange that is focused on the Space sector. Celestial is part of a larger platform and network of sophisticated technicians, industry professionals and impact capital whose mission it is to grow the Space Tech ecosystem in Canada by attracting exciting growth stage New Space companies to the Canadian capital markets, and supporting their growth and success.

Cautionary Note Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Celestial and Nokia with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, without limitation, information regarding: (i) expectations regarding the ability to consummate the Proposed Transaction, the ability to obtain requisite regulatory, shareholder and third-party approvals, as applicable, and the satisfaction of other conditions to the consummation of the Proposed Transaction (including, but not limited to, the completion of the Financing, the Consolidation and the Name Change), the timing for completing the Proposed Transaction, and the anticipated structure of the Proposed Transaction; (ii) expectations for other economic, business, and/or competitive factors; (iii) the expected composition of the board of directors and management of the Resulting Issuer, (iv) obtaining requisite exemptions and approvals from the Exchange or other regulatory bodies, and (v) expectations regarding Resulting Issuer management's ability to execute the Modul8 business plan.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Celestial and Nokia's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Celestial and Nokia believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals, as applicable, and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets and in domestic and foreign laws and regulations; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Celestial and Nokia and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Celestial and Nokia have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this news release is made as of the date of this news release and Celestial and Nokia do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Celestial Acquisition Corp.

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