Mr. Jared Bottoms reports

CELESTIAL ANNOUNCES TERMINATION OF BUSINESS COMBINATION AGREEMENT

Celestial Acquisition Corp. has terminated the business combination agreement dated April 15, 2026, among Nokia Solutions and Networks Oy, Nokia of America Corp., and Modulate Space Corp. The parties were unable to complete the transaction and financing on terms acceptable to them in the current market environment.

Jared Bottoms, chief executive officer of Celestial, said: "Although we are disappointed that prevailing market conditions prevented the completion of the transaction, we greatly appreciated the opportunity to work with the Nokia and Modul8 teams. We thank them for their collaboration and professionalism and wish them continued success as they advance innovative technologies and pursue their strategic objectives."

Celestial is continuing to identify and evaluate alternative acquisition opportunities in the space and defence sectors with a view to completing its qualifying transaction.

Celestial is in the process of seeking approval from the TSX Venture Exchange for the resumption of trading of its common shares.

About Celestial Acquisition Corp.

Celestial is the first 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.

We seek Safe Harbor.