Code of Ethics

Involve Space S.r.l. - Benefit and B Corp Company
Registered address: Via Brusa 69, Canzo, Como, Italy
Headquarters: Via Oltrecolle 285, Lipomo, Como, Italy
USA office: 11602 Aerospace Ave, Houston, TX 77034, United States
VAT: IT03955390137
PEC: cert@pec.involvespace.it

1. Introduction

The Code of Ethics (the “Code”) sets out principles, standards of conduct, and ethical commitments that guide the activities of Involve Space S.r.l. (“Involve Space” or the “Company”).

Involve Space operates in the aerospace and stratospheric technology sector through the development of high-altitude platforms, artificial intelligence systems, and advanced services for Earth Observation, scientific research, environmental monitoring, technology validation, and institutional applications.

The Company recognizes that sustainable growth and long-term value creation depend not only on technological excellence and innovation, but also on integrity, accountability, transparency, and the trust established with employees, clients, institutions, investors, suppliers, commercial partners, and the broader community.

This Code constitutes an integral part of the Company's governance framework. It is to be read in conjunction with applicable laws, sector-specific regulations, and any internal policies or procedures adopted by the Company.

2. Definitions

For the purposes of this Code, the following terms shall have the meaning set out below:

“Code” means this Code of Ethics, including any annexes, amendments and supplementing policies adopted from time to time.

“Company” or “Involve Space” means Involve Space S.r.l., and, where the context requires, any subsidiary, branch or affiliated entity under its direct or indirect control.

“Recipients” means the directors, officers, shareholders exercising management functions, employees, interns, consultants, collaborators, independent contractors, suppliers, sub-contractors, commercial partners and any other third party acting in the name of, on behalf of, or in connection with the Company.

“Confidential Information” means any non-public information, in any form, relating to the Company, its technologies, software, research, operations, commercial strategies, customers, suppliers, financial data or business plans, including information protected by intellectual property rights or industrial secrets.

“Personal Data” has the meaning set out in Regulation (EU) 2016/679 (GDPR) and includes any information relating to an identified or identifiable natural person.

“Public Official” means any individual holding a public office or exercising a public function under Italian, European or foreign law, including officials of international organizations, state-owned enterprises and public research bodies.

“Conflict of Interest” means any situation in which the personal, financial, family or other interests of a Recipient may interfere, or reasonably appear to interfere, with the impartial performance of their duties or with the best interests of the Company.

“AI System” has the meaning set out in Regulation (EU) 2024/1689 (Artificial Intelligence Act).

3. Scope of Application

This Code applies, without exception, to:

• Directors and officers;
• Shareholders exercising management functions;
• Employees and interns;
• Consultants, collaborators and independent contractors;
• Suppliers, sub-contractors, and commercial partners;
• Any other third party acting in the name of, on behalf of, or in connection with the Company.

All recipients of this Code are required to comply with its provisions and to conduct their activities in a manner consistent with the principles and values set forth herein.

Compliance with this Code shall be considered an essential element of the professional and contractual relationship with the Company.

4. Mission and Vision

Involve Space was founded with the objective of making access to near space and high-altitude data more accessible, sustainable, and operationally efficient.

The Company's mission is to design and deliver innovative stratospheric technologies capable of enabling advanced Earth Observation services, real-time environmental monitoring, scientific experimentation, and aerospace validation through reusable platforms and intelligent software systems.

Its vision is to contribute to the development of a more connected, informed, and sustainable world in which stratospheric technologies and artificial intelligence generate concrete value for society, institutions, industry, and scientific progress.

5. Core Values

Integrity: the foundation of all Company activities. Involve Space conducts its business with honesty, fairness, transparency, professionalism, and accountability. All decisions and operations must be carried out in good faith and in compliance with applicable laws, regulations, contractual obligations, and internal procedures.

Innovation: a strategic driver of technological and social progress. The Company promotes scientific research, technological development, and the responsible use of artificial intelligence in a manner consistent with safety, sustainability, and respect for fundamental rights and ethical principles.

Sustainability:an essential component of the Company's long-term strategy. Involve Space develops reusable stratospheric platforms and pursues operational models aimed at reducing environmental impact, improving efficiency, and promoting more sustainable alternatives to traditional aerospace systems.

People: The Company recognizes people as its primary strategic asset. Involve Space promotes a working culture based on competence, collaboration, accountability, continuous learning, constructive feedback, and mutual respect. The Company believes that excellence is achieved through talent density, open communication, and shared responsibility.

Technical Excellence: scientific rigor, operational reliability, and technical excellence are fundamental principles guiding the development of all Company technologies, software systems, payload, and missions. Activities must be performed according to the highest standards of quality, precision, safety, and professionalism.

6. Compliance with Laws and Regulations

Involve Space conducts its activities in full compliance with all applicable national, European, and international laws and regulations, including those relating to aerospace operations, airspace management, export control, dual-use technologies, environmental protection, workspace safety, and corporate governance. In particular, the Company adheres to the principles set out in Regulation (EU) 2021/821 on dual-use items, Italian Legislative Decree 81/2008 on workplace health and safety, and Italian Legislative Decree 152/2006 on environmental matters.

The Company maintains transparent, cooperative, and professional relationships with regulatory authorities, public institutions, supervisory bodies, and research organizations.

Employees and collaborators are required to perform their duties responsibly and in accordance with applicable legal requirements, internal procedures, and Company policies. Ignorance of applicable rules does not constitute a defense against non-compliance.

7. Operational Safety

Safety constitutes a core principle of the Company's operational and organizational framework.

Involve Space adopts technical procedures, operational protocols, and risk management measures intended to ensure the safety and reliability of launches, payload recovery operations, mission management, software systems, infrastructure, and personnel.

All personnel are expected to contribute proactively to the maintenance of a safe working environment by promptly reporting incidents, anomalies, risks, unsafe conditions, or operational concerns through the appropriate channels.

The Company is committed to continuously improving its operational standards through testing, training, technological advances, and risk prevention activities. No business objective or schedule pressure shall justify the compromise of safety standards.

8. Ethical Use of Technology

The technologies and services developed by Involve Space may have civil, scientific, industrial, environmental, security, and institutional applications, including dual-use applications.

For this reason, the Company is committed to evaluating the ethical, legal, and societal implications of its technologies and to implementing appropriate safeguards aimed at preventing unlawful, improper, or harmful uses.

Involve Space does not knowingly support activities or projects that conflict with applicable laws, human rights principles, international regulations, or fundamental ethical standards.

Artificial intelligence systems developed or utilized by the Company shall be designed and implemented responsibly, ensuring reliability, transparency, operational integrity, and appropriate human oversight where required.

Without prejudice to the foregoing, the Company aligns the development, deployment and procurement of AI Systems with the principles set out in Regulation (EU) 2024/1689 (AI Act) and with internationally recognized AI ethics frameworks, including the OECD AI Principles and the UNESCO Recommendation on the Ethics of Artificial Intelligence.

In particular, the Company is committed to:

• Classifying its AI Systems on the basis of their risk profile and applying enhanced governance measures to high-risk systems;
• Ensuring the quality, representativeness and lawful sourcing of training, validation and testing data;
• Maintaining technical documentation, traceability and logging capabilities adequate to enable post-market monitoring and accountability;
• Implementing measures to detect and mitigate unfair bias, discrimination and unjustified disparate impacts;
• Providing transparency to users when they interact with an AI System or with AI-generated content; and
• Guaranteeing meaningful human oversight, with the ability to override, correct or disable AI outputs where appropriate.

9. Human Rights and Working Environment

Involve Space is committed to maintaining a professional, inclusive, respectful, and merit-based working environment. The Company upholds and promotes fundamental human rights in all its operations and business relationships.

The Company does not tolerate discrimination based on nationality, ethnicity, gender, religion, political opinion, age, disability, sexual orientation, or any other personal characteristic protected by applicable law.

Harassment, intimidation, abusive conduct, violence, retaliation, or any behavior capable of compromising the dignity, safety, or well-being of individuals is strictly prohibited.

The Company encourages open communication, constructive dialogue, and professional feedback aimed at continuous improvement and collective growth. Employees and collaborators are encouraged to express ideas, concerns, and observations respectfully and responsibly.

10. Diversity, Equity and Inclusion

Involve Space considers diversity as a source of value, innovation, and resilience. The Company is committed to fostering an inclusive working environment in which every Recipient is treated with dignity and has equal opportunities to contribute and grow, regardless of gender, age, nationality, ethnicity, religion, political opinion, disability, sexual orientation, gender identity, family status or any other personal characteristic.

The Company promotes equity in recruitment, training, compensation, performance evaluation and career development, in line with the principles of Italian Legislative Decree 198/2006 (Equal Opportunities Code), Italian Law 162/2021 on gender pay transparency and Directive (EU) 2023/970 on pay transparency. The Company periodically reviews its remuneration practices to identify and address unjustified pay gaps.

Involve Space adopts measures to support work-life balance, parental leave, accessibility of workplaces and digital tools, and the prevention of all forms of harassment, mobbing and sexual harassment, in accordance with applicable laws and best practices.

All Recipients are expected to contribute actively to an inclusive culture and to promptly report, through the channels established by the Company, any conduct inconsistent with these principles.

11. Confidentiality and Information Protection

Involve Space recognizes the strategic importance of confidentiality, cybersecurity, and intellectual property protection.

All recipients of this Code are required to protect confidential and proprietary information relating to technologies, software, research activities, operations, commercial strategies, customers, suppliers, and business advantages.

Confidential information must not be disclosed to unauthorized persons, whether inside or outside the Company, without the express authorization of the relevant function. This obligation persists beyond the termination of employment or contractual relationships.

The Company promotes the adoption of appropriate technical and organizational measures aimed at protecting digital infrastructure, information systems, and data integrity, including compliance with applicable data protection regulations. Personal data shall be processed in accordance with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003, as amended.

12. Intellectual Property and Research

Innovation and intellectual property constitute essential assets of the Company and are critical to its competitiveness and long-term growth.

Employees, collaborators, and third parties acting on behalf of the Company are required to respect patents, trademarks, copyrights, industrial secrets, and proprietary technologies belonging to the Company or to third parties.

Research and development activities shall be conducted according to the principles of scientific integrity, transparency, accountability, and compliance with applicable ethical and legal standards. Results must be documented accurately and may not be falsified, manipulated, or misrepresented in any form.

13. Relations with Customers, Suppliers, and Partners

Involve Space conducts its business relationships according to principles of professionalism, fairness, transparency, reliability, and mutual respect.

The selection of suppliers, contractors, and commercial partners is based on objective criteria including competence, quality, sustainability, compliance, ethical standards, and reputation.

Relationships with customers, institutions, and strategic partners shall be managed responsibly and in accordance with contractual commitments, applicable regulations, and the Company's ethical principles. The Company does not engage in anti-competitive practices, price manipulation, or market-distorting conduct.

14. Responsible Supply Chain

Involve Space requires its suppliers, sub-contractors and commercial partners to conduct their activities in a manner consistent with the principles of this Code and with applicable laws, including those concerning labour rights, health and safety, environmental protection, anti-corruption, anti-money laundering, data protection, export control and sanctions.

To this end, the Company adopts a proportionate due diligence approach to its value chain. Suppliers and partners shall be selected based on objective criteria, including technical competence, quality, reliability, financial soundness, sustainability performance, compliance record and adherence to ethical standards. Where appropriate, contractual arrangements shall include the obligation to comply with this Code or with an equivalent supplier code of conduct, audit and information rights, and the right of the Company to terminate the relationship in case of material breach.

Involve Space pays particular attention to the responsible sourcing of material used in its stratospheric platforms and payloads, including, where relevant, the avoidance of conflict-affected and high-risk minerals, the assessment of human rights and environmental impacts, and the promotion of circular economy practices.

15. Conflicts of Interest

Recipients of this Code are required to avoid situations in which personal, financial, or external interests may interfere, or appear to interfere with the interests of the Company.

Any actual, potential, or perceived conflict of interest must be disclosed promptly through the appropriate internal channels.

Business decisions must always be taken in the best interests of Involve Space and independently from personal considerations or improper influence. Recipients must not participate in decisions in which they have a personal or financial interest that could affect their impartiality.

16. Anti-Corruption Principles

Involve Space rejects all forms of corruption, bribery, fraud, extortion, favoritism, or improper conduct in any jurisdiction in which it operates.

No person acting on behalf of the Company may offer, promise, authorize, request, or accept money, gifts, favors, or any other benefit intended to improperly influence business decisions, institutional relationships, or professional activities.

Business courtesies and hospitality may only be permitted where lawful, proportionate, transparent, and consistent with applicable regulations and Company procedures. Gifts of more than nominal value must be declined or reported to management. For these purposes, “nominal value” means an amount not exceeding EUR 150 per recipient per calendar year. The Company applies the principles of Italian Law 190/2012 and international anti-bribery standards.

17. Anti-Money Laundering and Financial Integrity

Involve Space conducts its financial activities with full transparency and traceability and rejects any conduct that may facilitate money laundering, self-laundering, terrorist financing or the use of proceeds from unlawful activities.

The Company complies with Italian Legislative Decree 231/2007, as amended, implementing the EU Anti-Money Laundering Directives, with international standards adopted by the Financial Action Task Force (FATF) and applicable financial sanctions regimes adopted by the European Union, the United Nations and other competent authorities.

Before entering into significant business relationships, the Company performs a proportionate due diligence on counterparties, including verification of identity, beneficial ownership, reputation and the lawful origin of funds. The Company does not accept or make payments in cash above the thresholds permitted under applicable law and ensures that all financial transactions are properly documented, reflected in the accounting records and supported by adequate evidence.

Recipients who become aware of facts or transactions that may suggest money laundering, terrorist financing or sanctions evasion shall promptly report such through the channels provided by the Company.

18. Relations with the Public Administration

Involve Space maintains transparent, ethical and professional relationships with the Public Administration, including Italian, European and foreign public institutions, regulatory and supervisory authorities, public research bodies, space agencies, ministries, public-funded universities and other entities entrusted with public functions.

All interactions with Public Officials must be conducted through duly authorized persons, properly documented and consistent with applicable anti-corruption laws, including Italian Law 190/2012, Italian Legislative Decree 165/2001 and international anti-bribery standards.

In its dealings with the Public Administration, the Company in particular:

• Does not offer or accept gifts, hospitality or benefits to or from Public Officials beyond modest courtesies expressly permitted by applicable law and Company procedures;
• Does not conduct parallel or informal negotiations with public decision-makers during ongoing procurement, grant or authorization procedures;
• Submits truthful, accurate and complete information in tenders, applications, certifications and declarations made to public authorities;
• Complies with the prohibitions on the post-employment of former public officials under Article 53 of Italian Legislative Decree 165/2001; and
• Cooperates fully and in good faith with inspections, audits and information requests from competent authorities.

Recipients involved in interactions with the Public Administration shall adhere to specific internal procedures and shall promptly report to the body designated by the Company any request, pressure or behavior that appears improper, unlawful or inconsistent with this Code.

19. Environmental Responsibility

Environmental responsibility is integrated into the Company's operations and strategic approach.

Involve Space supports the development of technologies and services aimed at enabling environmental monitoring, climate research, infrastructure resilience, disaster response, and sustainable resource management.

The Company is committed to minimizing the environmental impact of its activities through responsible operational practices, efficient use of resources, and continuous technological improvement. All activities shall be conducted in compliance with applicable environmental laws and regulations.

20. Sustainability and Responsible Near-Space Behavior

Involve recognizes near space and the stratosphere as a shared environment of strategic importance for scientific progress, security, connectivity and environmental monitoring, and is committed to operating in the suborbital and near-space domains in a safe, sustainable and responsible manner.

The Company conducts its missions in accordance with the international and national legal and regulatory framework applicable to suborbital and near-space activities, including applicable airspace management rules.

In planning and operating its stratospheric platforms, payloads and reusable systems, Involve Space is committed to:

• Designing missions to minimize the generation of debris and to enable controlled recovery or safe disposal at end of life;
• Implementing collision-avoidance and operational-risk-assessment measures, including coordination with the relevant airspace management authorities;
• Duly registering its platforms and payloads in accordance with applicable national procedures;
• Selecting trajectories, frequencies and operational profiles that minimize interference with other operators and with scientific activities; and
• Promoting transparency in its operations to relevant authorities and to the scientific community.

Earth Observation data generated by the Company shall be processed and shared in accordance with applicable law and with the principles of this Code, with particular attention to the protection of personal data, the avoidance of unwarranted civilian surveillance and the promotion of legitimate scientific, environmental, institutional and humanitarian applications.

21. Corporate Communication and Reputation

All communications made on behalf of Involve Space must be accurate, transparent, professional, and consistent with the Company's identity, values, and strategic objectives. Only authorized persons may communicate on behalf of the Company with the press, public institutions, investors, or other external stakeholders.

Employees and collaborators representing the Company publicly are expected to act responsibly and to contribute positively to the Company's reputation, credibility, and institutional image.

The unauthorized disclosure of confidential information or the dissemination of misleading or inaccurate information is strictly prohibited and may result in disciplinary and legal consequences.

22. Reporting and Whistleblowing

Involve Space encourages the reporting of conduct that may constitute violations of this Code, unlawful activities, misconduct, fraud, safety concerns, or breaches of applicable regulations. The Company provides appropriate and confidential channels for submitting such reports. The internal whistleblowing channel is established in accordance with Italian Legislative Decree 24/2023 implementing Directive (EU) 2019/1937 and ensures the confidentiality of the reporting person, the reported person, and the content of the report.

Reports submitted in good faith shall be handled with confidentiality and without retaliation of any kind against the reporting person. Any act of retaliation against a good-faith reporter is itself a violation of this Code and may result in disciplinary action.

The Company is committed to ensuring that all reports are assessed fairly, impartially, and responsibly. Anonymous reports will be accepted and considered to the extent possible.

23. Implementation and Enforcement

The Company promotes awareness and understanding of this Code through internal communication, training initiatives, and corporate policies. All new employees and collaborators shall be required to acknowledge receipt of this Code as part of their onboarding process.

Compliance with this Code constitutes an essential requirement for maintaining employment, professional, and commercial relationships with the Company. Violations of this Code may result in disciplinary measures, termination of contractual relationship, legal action, or any other appropriate corrective measures permitted under applicable law and Company procedures.

The body responsible for overseeing compliance with this Code shall periodically assess its effectiveness and propose updates or improvements as appropriate.

24. Disciplinary Measures and Sanctions

Compliance with this Code is mandatory for all Recipients. Violations may result in disciplinary, contractual or other appropriate measures, proportionate to the seriousness, recurrence and circumstances of the conduct, and adopted in accordance with applicable law and with the Company's internal regulations.

With respect to employees, the disciplinary system follows the Company's internal regulation and is based on a progressive approach centered on formal written warnings. Disciplinary measures are adopted in compliance with Article 7 of Italian Law 300/1970, the applicable CCNL and Artt. 2104-2106 of the Italian Civil Code.

With respect to directors, consultants, suppliers, sub-contractors, commercial partners and other third parties, breaches of this Code may result in contractual remedies, including suspension of payments, requests for indemnification and termination of the contractual relationship for material breach, in accordance with the applicable agreement and applicable law.

Disciplinary and contractual measures shall be applied without retaliation against persons who report in good faith conduct that may constitute a violation of this Code, in accordance with the whistleblowing protections set forth herein.

25. Final Provisions

This Code of Ethics is approved by the governing bodies of Involve Space and enters into force as of the date of its adoption. This version of the Code was approved by the Board of Directors and is effective from July 24th 2026.

The Company reserves the right to amend, integrate, or update this Code periodically in order to reflect regulatory developments, technological evolution, operational changes, and the continued growth of the organization. Any material amendment shall be communicated to all recipients without undue delay.

In the event of conflict between this Code and applicable mandatory law, the provisions of applicable law shall prevail. This Code shall in any case be interpreted and applied in a manner consistent with applicable law.

Involve Space S.r.l.
Jonathan Polotto