Celestial Acquisition Corp. — Interim / Quarterly Report 2025

Aug 19, 2025

Celestial Acquisition Corp.
(A Capital Pool Company)

Unaudited Condensed Interim Financial Statements

For the three and nine months ended June 30, 2025
(In Canadian Dollars)

Notice of No Auditor Review of the Interim Financial Statements

The accompanying unaudited condensed interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation’s management. The Corporation’s independent auditor has not performed a review of these financial statements in accordance with standards established by the CPA Canada for a review of interim financial statements by an entity’s auditor.

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Celestial Acquisition Corp.

Unaudited Condensed Interim Statement of Financial Position

(in Canadian Dollars)

As at	June 30, 2025	September 30, 2024
Assets
Cash and cash equivalents	$ 470,662	$ 503,251
Total Assets	$ 470,662	$ 503,251
Liabilities
Payables and accrued liabilities	$ 5,698	$ 14,658
Shareholders’ Equity
Share capital (Note 3)	588,890	588,890
Contributed surplus (Note 4)	97,696	97,696
Accumulated deficit	(221,622)	(197,993)
Total shareholders’ equity	464,964	488,593
Total liabilities and shareholders’ equity	$ 470,662	$ 503,251

Approved by the Board Jonathan Leong
Director (Signed)
Marek Lorenc
Director (Signed)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Celestial Acquisition Corp.

Unaudited Condensed Interim Statement of Loss and Comprehensive Loss

(in Canadian Dollars)

	Three months ended Jun 30, 2025	Three months ended Jun 30, 2024	Nine months ended Jun 30, 2025	Nine months ended Jun 30, 2024
Revenue
Interest income	$ 5,448	$ 5,389	$ 9,630	$ 9,258
Expenses
Professional fees	7,132	6,253	14,507	23,743
Filing fees	6,853	333	10,038	13,611
General and administrative expenses	3,860	-	8,714	3,550
Share-based compensation (Note 4)	-	-	-	6,000
Net loss and comprehensive loss for the period	(12,397)	(1,197)	(23,629)	(37,646)
Net loss per share – basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average shares outstanding - basic and diluted	9,250,000	9,250,000	9,250,000	9,250,000

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Celestial Acquisition Corp.

Unaudited Condensed Interim Statement of Changes in Cash Flows

(in Canadian Dollars)

	Nine months ended June 30, 2025	Nine months ended June 30, 2024
Cash provided by (used in)
Operating activities
Net loss for the period	$ (23,629)	$ (34,896)
Adjustments for non-cash items:
Share-based compensation	-	6,000
Changes in non-cash working capital item:
Payables and accrued liabilities	(8,960)	(2,794)
Cash used in operating activities	(32,589)	(31,690)
Net change in cash	(32,589)	(31,690)
Cash and cash equivalents, beginning of period	503,251	530,510
Cash and cash equivalents, end of period	$ 470,662	$ 498,820

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Celestial Acquisition Corp.

Unaudited Condensed Interim Statement of Changes in Shareholders' Equity

(in Canadian Dollars)

	Number of Shares	Share Capital	Contributed Surplus	Accumulated Deficit	Shareholders' Equity
Balance, September 30, 2023	9,250,000	$ 588,890	$ 91,696	$ (158,606)	$ 521,980
Share-based compensation	-	-	6,000	-	6,000
Net loss for the period	-	-	-	(37,646)	(37,646)
Balance, June 30, 2024	9,250,000	$ 588,890	$ 97,696	$ (196,252)	$ 490,334
	Number of Shares	Share Capital	Contributed Surplus	Accumulated Deficit	Shareholders' Equity
---	---	---	---	---	---
Balance, September 30, 2024	9,250,000	$ 588,890	$ 97,696	$ (197,993)	$ 488,593
Net loss for the period	-	-	-	(23,629)	(23,629)
Balance, June 30, 2025	9,250,000	$ 588,890	$ 97,696	$ (221,662)	$ 464,964

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Celestial Acquisition Corp. Notes to the Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended June 30, 2025 (in Canadian Dollars)

1. INCORPORATION AND NATURE OF BUSINESS

Celestial Acquisition Corp. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 10, 2022 and is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The head and registered office of the Corporation is located at 181 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5J 2T9. The common shares in the capital of the Corporation (the "Common Shares") commenced trading on the Exchange under the trading symbol "CES.P" on December 22, 2022.

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as defined under the policies of the Exchange) (the "QT"). The Corporation has not commenced commercial operations and has no assets other than cash. Given the nature of the activities, no separate segmented information is reported. The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of assets or businesses which would constitute a QT, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholder approval.

On December 22, 2022, the Corporation completed its initial public offering ("IPO") of 5,000,000 Common Shares at a purchase price of $0.10 per share for aggregate gross proceeds of $500,000. Haywood Securities Inc. (the "Agent") acted as agent in connection with the IPO. For its services, the Agent received an administrative fee, a cash commission of $50,000 as well as options ("Agent's Options") to purchase up to 500,000 Common Shares at an exercise price of $0.10 per Common Share until the earlier of December 22, 2027 and the date that is 12 months from the completion of the QT. The value attributed to the 500,000 Agent's Options was $40,000.

The proceeds raised from the issuance of share capital, including the proceeds from the IPO, may only be used to identify and evaluate assets or businesses which would constitute a QT, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

On August 19, 2025 the Board of Directors approved these unaudited condensed interim financial statements.

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Celestial Acquisition Corp.

Notes to the Unaudited Condensed Interim Financial Statements

For the Three and Nine Months Ended June 30, 2025

(in Canadian Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These unaudited interim condensed financial statements have been prepared in accordance with International Accounting Standards 34 ‘Interim Financial Reporting’ using accounting policies consistent with the International Financial Reporting Standards issued by the International Accounting Standards Board and Interpretations of the International Financial Reporting Interpretations Committee.

These unaudited condensed interim financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities. These unaudited condensed interim financial statements are presented in Canadian dollars, which is the corporation’s functional and presentation currency.

The accounting policies applied by the Corporation in these unaudited condensed interim financial statements are the same as those applied by the Corporation in the audited financial statements for the year ended September 30, 2024.

Basis of Presentation

The financial statements are presented in Canadian dollars, which is the Corporation’s functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss, which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

3. SHARE CAPITAL

Authorized - Unlimited Common Shares

Issued	#	$
Balance, September 30, 2023, June 30, 2024, September 30, 2024, June 30, 2025	9,250,000	588,890

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Celestial Acquisition Corp.

Notes to the Unaudited Condensed Interim Financial Statements

For the Three and Nine Months Ended June 30, 2025

(in Canadian Dollars)

4. CONTRIBUTED SURPLUS

The directors of the Corporation approved a stock option plan pursuant to which the Corporation may grant directors, officers, employees and consultants of the Corporation non-transferable stock options ("Options"). The aggregate number of Common Shares issuable upon the exercise of all Options granted under the Plan shall not exceed 10% of the issued and outstanding Common Shares. A summary of the Option activities is as follows:

	Number of Options	Weighted Average Exercise Price
Balance, September 30, 2023	870,000	$ 0.08
Granted	75,000	0.10
Expired	(20,000)	0.10
Balance, June 30, 2024	925,000	$ 0.08
	Number of Options	Weighted Average Exercise Price
---	---	---
Balance, September 30, 2024 & June 30, 2025	925,000	$ 0.08

In December 2023, 20,000 options for a consultant expired unexercised due to an accelerated expiration provision.

In February 2024, the Corporation granted 75,000 options to a consultant of the Corporation at an exercise price of $0.10 per share for a period of five (5) years from the date of grant. The Options were valued at $6,000 under the Black-Scholes model with the following assumptions: share price of $0.10, life of five (5) years, risk free rate of 3.46%, volatility of 100%, and nil dividend yield.

A summary of the Options outstanding and exercisable at June 30, 2025 is as follows:

Expiry date	Options Outstanding and Exercisable	Exercise Price
September 30, 2027	425,000	$ 0.05
December 22, 2027	425,000	0.10
February 7, 2029	75,000	0.10
	925,000	$ 0.08

The weighted average life of the outstanding Options is 2.47 years.

On December 22, 2022, the Corporation issued 500,000 Agent's Options to the Agents. Each Agent's Option is exercisable at a price of $0.10 per share until the earlier of December 22, 2027 and the date that is 12 months from the completion of the QT. The value attributed to the 500,000 Agent's Options issued as part of the IPO was $40,000, which was added to contributed surplus.

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Celestial Acquisition Corp.
Notes to the Unaudited Condensed Interim Financial Statements
For the Three and Nine Months Ended June 30, 2025
(in Canadian Dollars)

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital and accumulated deficit, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

Risk Disclosures and Fair Values

The Corporation's financial instruments carried at amortized cost, consists of accrued liabilities which approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

6. RELATED PARTY TRANSACTIONS

During the three and nine months ended June 30, 2025, the Corporation incurred legal fees of $370 and $7,972 (2024 - $503 and $10,503) for services provided by a law firm whose partner is a director of the Corporation.

There was no other remuneration paid to key management personnel during the three and nine months ended June 30, 2025 (2024 – $nil).