Celestial Acquisition Corp. (TSXV: CES.P) has terminated the business combination agreement signed on April 15, 2026 involving Nokia Solutions and Networks Oy, Nokia of America Corporation and Modulate Space Corporation, saying the parties were unable to complete the transaction and associated financing on terms acceptable to them in the current market environment.
Deal collapse cites market conditions
The announcement, distributed as a paid press release from Toronto on Aug. 31, 2026, did not disclose additional transaction particulars such as price or financing commitments. Celestial’s statement attributes the termination directly to prevailing market conditions that prevented completion of the agreed transaction.
"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."
The comment was attributed to Jared Bottoms, chief executive officer of Celestial.
What Celestial will do next
Celestial said it will continue to identify and evaluate alternative acquisition opportunities in the space and defence sectors with a view to completing its Qualifying Transaction — the required business combination that a capital pool company (CPC) must complete to graduate to a regular listed company on the TSX Venture Exchange.
- Celestial is seeking approval from the TSX Venture Exchange to resume trading of its common shares.
- The company described itself as the first CPC listed on the TSXV focused on the space sector.
- Celestial said it is part of a broader platform and network aimed at growing the Canadian space-tech ecosystem.
Investor caution and regulatory notes
The press release included standard cautionary language reminding investors that trading in the securities of a capital pool company is highly speculative. It also pointed out that statements in the release that are not historical may constitute "forward-looking information" or "forward-looking statements" under applicable securities laws, and are therefore subject to material uncertainties.
| Item | Detail |
|---|---|
| Issuer | Celestial Acquisition Corp. (TSXV: CES.P) |
| Counterparties | Nokia Solutions and Networks Oy; Nokia of America Corporation; Modulate Space Corporation |
| Agreement date | April 15, 2026 |
| Announcement date | Aug. 31, 2026 |
Implications for the Canadian space-tech financing pipeline
While Celestial did not release transaction specifics, the collapse underlines a broader challenge for companies attempting to marshal financing in sectors such as space and defence, which often require significant capital and long development horizons. For Canadian investors and early-stage space-tech entrepreneurs, the termination signals that access to public markets through CPCs can be uncertain and contingent on wider market appetite for growth-stage, capital-intensive deals.
Celestial’s statement emphasises that the company remains active in sourcing new targets. For holders of CPC shares, the immediate focus will be on whether the TSXV allows the resumption of trading and how quickly Celestial can identify another qualifying partner or transaction that meets market and regulatory expectations.
For acquirers and target companies in the sector, the episode is a reminder that strategic partnerships, even with established names like Nokia-affiliated entities, can founder if financing terms cannot be secured in time. Celestial’s stated mission — to help attract New Space companies to Canadian capital markets and support their growth — remains relevant, but the pathway through a CPC structure may require more resilient financing solutions or favourable market windows.
Regulators and market participants will watch for subsequent filings or press releases from Celestial for details on trading resumption, alternative transaction pipelines, or any material developments involving the parties named in the terminated agreement.
