FS DEVELOPMENT CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

FS Development Corp.

Opinion on the Financial Statement

We have audited the accompanying balance

sheet of FS Development Corp. (the "Company") as of August 14, 2020 and the related notes (collectively referred to as

the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial

position of the Company as of August 14, 2020 in conformity with accounting principles generally accepted in the United States

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures

that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable

basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

accompanying notes are an integral part of this financial statement.

TO FINANCIAL STATEMENT

1 - Description of Organization, Business Operations and Basis of Presentation

Development Corp. (the "Company") is a blank check company incorporated in Delaware on June 25, 2020. The Company

was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (the "Business Combination"). The Company is an emerging

growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

of August 14, 2020, the Company had not commenced any operations. All activity for the period from June 25, 2020 (inception)

through August 14, 2020 relates to the Company's formation and the initial public offering ("Initial Public Offering")

described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Company's sponsor is FS Development Holdings, LLC, a Delaware limited liability company (the "Sponsor"). The

registration statement for the Company's Initial Public Offering was declared effective on August 11, 2020. On August 14,

2020, the Company consummated its Initial Public Offering of 12,075,000 shares of Class A common stock, including the

issuance of 1,575,000 shares of Class A Common Stock as a result of the underwriter's exercise in full of its over-allotment

option, (each, a "Public Share" and collectively, the "Public Shares") at $10.00 per share, generating

gross proceeds of approximately $120.8 million, and incurring offering costs of approximately $7.1 million, inclusive

of approximately $4.2 million in deferred underwriting commissions (Note 5).

with the closing of the Initial Public Offering, the Company consummated the private placement ("Private

Placement") of 441,500 shares of Class A common stock (each, a "Private Placement Share" and

collectively, the "Private Placement Shares"), at a price of $10.00 per Private Placement Share to the Sponsor,

generating proceeds of approximately $4.4 million (Note 4).

the closing of the Initial Public Offering and the Private

Placement, approximately $120.8 million ($10.00 per Unit) of the net

proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private

Placement were placed in a trust account ("Trust Account") located in the United States at JP Morgan

Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S.

"government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of

185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier

of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described

Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial

Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be

applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete

a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate

fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to

management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the

time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business

Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act of 1940, as amended (the "Investment Company Act").

TO FINANCIAL STATEMENT

Company will provide the holders (the "Public Stockholders") of the Company's outstanding Public Shares with

the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in

connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision

as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the

Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion

of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount

to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions

the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value

and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting

Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing

Liabilities from Equity." The Company will proceed with a Business Combination if a majority of the shares voted are voted

in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible

assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder

vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation

(the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities

and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval

for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the

proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public

Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in

connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as

defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public

Shares in connection with the completion of a Business Combination.

Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect

to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.