Celestial Acquisition Corp. — Management Reports 2025

Dec 3, 2025

Celestial Acquisition Corp.
Management Discussion and Analysis
For the Year Ended September 30, 2025

The following management's discussion and analysis ("MD&A") of the operations, results and financial position of Celestial Acquisition Corp. (the "Corporation") for the year ended September 30, 2025 and should be read in conjunction with the Corporation's audited financial statements for the years ended September 30, 2025 and 2024. All figures contained in this MD&A are presented in Canadian dollars.

The effective date of this MD&A is December 3, 2025.

For further information on the Corporation, reference should be made to the Corporation's public filings on SEDAR which are available at www.sedarplus.ca

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors. The Corporation does not intend, and does not assume any obligation, to update any factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless otherwise required by applicable law.

Corporation Overview

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.

Highlights

On February 8, 2024, the Company announced the appointment of distinguished astronaut, engineer and space business entrepreneur Col. Chris Hadfield as technical advisor to the Company. Mr. Hadfield's career

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as an astronaut, business leader and hi-tech entrepreneur spans decades, initially as a combat fighter pilot and test pilot in the Royal Canadian Air force, US Air Force and US Navy, and later as director of operations for NASA in Russia. He flew three space missions, built two space stations, performed two spacewalks, crewed the Shuttle and Soyuz, and commanded the International Space Station. Col. Hadfield is also author of five internationally best-selling books, serves as a director and advisor to multiple tech companies including SpaceX and Virgin Galactic, is board chair of the Open Lunar Foundation, and is advising King Charles III in the establishment of the Astra Carta, a space sustainability framework.

Selected Financial Information

Selected Annual Information

	For the year ended September 30, 2025	For the year ended September 30, 2024
Interest Income	$12,040	$14,346
Expenses	$42,466	$53,733
Net loss and comprehensive loss	($30,426)	($39,387)
Net loss per share (basic & diluted)	($0.00)	($0.00)
Dividends per share	$nil	$nil
Total cash & cash equivalents	$472,874	$503,251
Total assets	$472,874	$503,251
Total liabilities	$14,707	$14,658

Summary of Quarterly Results

	For the three months ended Sep 30, 2025	For the three months ended Jun 30, 2025	For the three months ended Mar 31, 2025	For the three months ended Dec 31, 2024
Interest Income	$2,410	$2,274	$3,174	$4,182
Expenses	$9,207	$9,928	$7,917	$15,414
Net loss and comprehensive loss	($6,797)	($7,654)	($4,743)	($11,232)
Net loss per share (basic & diluted)	($0.00)	($0.00)	($0.00)	($0.00)
Dividends per share	$nil	$nil	$nil	$nil
Total cash & cash equivalents	$472,874	$470,662	$480,741	$479,334
Total assets	$472,874	$470,662	$480,741	$479,334
Total liabilities	$14,707	$5,698	$8,123	$1,973
	For the three months ended Sep 30, 2024	For the three months ended Jun 30, 2024	For the three months ended Mar 31, 2024	For the three months ended Dec 31, 2023
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Revenue	$5,088	$5,389	$3,869	$nil
Expenses	$6,829	$6,586	$27,420	$12,898
Net loss and comprehensive loss	($1,741)	($1,197)	($23,551)	($12,898)
Net loss per share (basic & diluted)	($0.00)	($0.00)	($0.00)	($0.00)
Dividends per share	$nil	$nil	$nil	$nil
Total cash & cash equivalents	$503,251	$498,820	$505,081	$524,282
Total assets	$503,251	$498,820	$505,081	$524,282
Total liabilities	$14,658	$8,486	$13,550	$15,200

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Results of Operations

Three months ended September 30, 2025

During the three months ended September 30, 2024, the Corporation recorded a net loss of $6,797 (2024 - $1,741) as it has no sources of income other than interest income. The net loss for the period can be mainly attributed to filing fees, professional fees and administrative expenses.

Year ended September 30, 2025

During the year ended September 30, 2024, the Corporation recorded a net loss of $30,426 (2024-$39,387). While the net loss for the year is mainly attributed to filing fees, professional fees and administrative expenses, the loss decreased compared to the prior year as there was no share-based compensation.

Additional Disclosures for Venture Issuers without Significant Revenue

Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred for the year ended September 30, 2025 and 2024:

	For the year ended September 30, 2025	For the year ended September 30, 2024
Professional fees	$ 20,238	$ 25,560
Filing fees	$ 13,514	$ 18,623
General and administrative expenses	$ 8,714	$ 3,550
Share-based compensation	$ -	$ 6,000

Liquidity and Capital Resources

As at September 30, 2025, the Corporation had cash and cash equivalents of $472,874. The Corporation had current liabilities of $14,707 and working capital of $458,167.

During the year ended September 30, 2025, negative cash flows of $30,377 were recorded from operating activities, which was similar to the prior year (2024 - $27,259).

Cash flows from financing activities was $nil (2024 - $nil).

Outstanding Share Data

As of the date of this MD&A, 9,250,000 Common Shares are issued and outstanding, of which 4,250,000 are held in escrow in accordance with Exchange policies. In addition, there are 925,000 Options and 500,000 Agent's Options outstanding.

Related Party Transactions

During the year ended September 30, 2025, the Corporation incurred legal fees of $8,203 (2024 - $8,320) for services provided by a law firm whose partner is a director of the Corporation.

Off-Balance Sheet Arrangements

The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

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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.

Proposed Transactions

As of September 30, 2025, and up to the date of this MD&A, there were no proposed transactions with the Corporation. The Corporation continues to pursue a Qualifying Transaction with various entities and will provide an update to shareholders when a transaction is negotiated and finalized.

Risks and Uncertainties

The following describes certain risks, events and uncertainties that could affect the Corporation and that each reader should carefully consider. Please refer to the Corporation's final prospectus dated November 30, 2022 for additional risks, events and uncertainties that could affect the Corporation.

External financing may be required to fund the Corporation's activities primarily through the issuance of common shares. There can be no assurance that the Corporation will be able to obtain adequate financing. The securities of the Corporation should be considered a highly speculative investment.

The Corporation has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Corporation generates significant revenues in the future, the Corporation intends to retain its earnings in order to finance further growth. Furthermore, the Corporation has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.

Disclosure Controls and Procedures

In connection with National Instrument 52-109 Certificate of Disclosure in Issuer's Annual and Interim Filings, the Chief Executive Officer and Chief Financial Officer of the Corporation has filed a Venture Issuer Basic Certificate with respect to the financial information contained in financial statements for the year ended September 30, 2024 and this accompanying MD&A.

In contrast to non-venture issuers, this MD&A does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"). In particular, management is not making any representations relating to the

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establishment and maintenance of: controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Corporation in its filings or other reports or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Investors should be aware that inherent limitations on the ability of management of the Corporation to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of filings and other reports provided under securities legislation.

Additional Information

For further detail, see the Corporation's unaudited condensed interim financial statements. Additional information about the Corporation can also be found on its SEDAR+ profile available at www.sedarplus.ca

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