Celestial Announces Proposed Board of Directors and Provides Update to C$56.7M (US$40M) Superscript 1 Financing and Proposed Qualifying Transaction Involving Nokia's Space Communications Business Unit

Executive Summary

• Celestial Acquisition Corp. announced a proposed qualifying transaction (reverse takeover) to acquire Nokia's Space Communication Solutions business ("Modul8"), which will operate as "Modul8 Corporation" post-transaction.
• Concurrently, the company is raising approximately C$56.7 million (US$40 million) through a brokered marketed private placement of subscription receipts to fund capital investments, working capital, and general corporate purposes.
• The release outlines the proposed board of directors and executive leadership team for the resulting issuer, including high-profile appointees such as astronaut Chris Hadfield and former Canadian MP Erin O'Toole.

Key Details

• Transaction Structure: Reverse takeover of Celestial by Nokia's Modul8 business; Celestial will change its name to "Modul8 Corporation" and target a Tier 1 listing on the TSX Venture Exchange.
• Share Consideration: NSN (Nokia subsidiary) will receive 20,333,333 Resulting Issuer Shares, and MSC US shareholders will receive 10,000,000 Resulting Issuer Shares. NSN is expected to hold ~40.67% of the resulting company's share capital.
• Assets Acquired: Includes 2 patents and 52 patent licenses (Modul8 IP Assets) from NSN, plus operating business assets (software, hardware, Texas facility lease, know-how, and trade secrets) transferred from NOAC to MSC US.
• Financing Amount & Price: Brokered marketed private placement of Subscription Receipts raising ~C$56.7M (US$40M) at an issue price of C$3.40 (US$2.40) per receipt.
• Financing Agents & Commissions: Scotiabank (lead agent/joint bookrunner) and ATB Capital Markets Corp. (joint bookrunner). Agents receive a 6.0% cash commission (reduced to 3.0% for president's list subscribers).
• Over-Allotment Option: Agents have an option to purchase up to 15% additional Subscription Receipts at the issue price, exercisable up to 48 hours prior to closing.
• Escrow & Conversion Mechanics: Each receipt converts to one Finco Share, which exchanges for one Resulting Issuer Share upon transaction completion. 50% of the agents' commission plus reasonable costs will be held in escrow until closing conditions are satisfied; unmet conditions trigger a refund of proceeds plus interest.
• Closing & Conditions: Anticipated close on or about July 9, 2026. Subject to TSXV acceptance, majority of minority shareholder approval, financing completion, and a share consolidation (1 post-consolidation share for up to 3.0833 existing shares).
• Proposed Board: Kevin Ford (Chair), Chris Hadfield, Erin O'Toole, and Laura Price (all independent), alongside CEO John Dow.
• Executive Leadership: Brad Morrison (Chief Strategy Officer), John Dow (CEO), Dr. Thierry E. Klein (CTO & Research Officer), Janet Kumpu (COO & Interim CFO), and Zeev Lubenski (VP of Engineering).
• Trading Status: Trading in Celestial Shares has been halted and will not resume until completion of the Proposed Transaction or receipt of requisite documentation.
• Modul8 Operations: Focuses on space communications (4G/5G, Wi-Fi, free-space optical). Deployed the first cellular network on the Moon in March 2025 and is integrating capabilities into Axiom Space's next-gen spacesuits for NASA's Artemis program.

Notable Quotes

• "The opportunity before us is extraordinary, and the proposed Board reflects our ambition to build Modul8 as a global leader in space communications. Collectively, these distinguished individuals bring exceptional experience and strategic insights across aerospace, government and commercial markets. Their guidance will strengthen our ability to execute our long-term vision, navigate a rapidly evolving global landscape and create enduring value for shareholders." — John Dow, Co-Founder of Modul8 and Chief Executive Officer and Director of the Resulting Issuer