BIG ROCK PARTNERS ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS F. Page Report of Independent Registered Pubic Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statements F-4 F-1 REPORT OF INDEPENDENT REGISTERE

BIG ROCK PARTNERS ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Audit Committee of the Board of Directors and

Rock Partners Acquisition Corp.

audited the accompanying balance sheet of Big Rock Partners

Acquisition Corp. (the Company ) as of November 22,

2017. The balance sheet is the responsibility of the

Company's management. Our responsibility is to express an

opinion on the balance sheet based on our audit.

conducted our audit in accordance with the standards of the Public

Company Accounting Oversight Board (United States). Those standards

require that we plan and perform the audit to obtain reasonable

assurance about whether the balance sheet is free of material

misstatement. The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial

reporting. Our audit included consideration of internal control

over financial reporting as a basis for designing audit procedures

that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the

Company's internal control over financial reporting.

Accordingly, we express no such opinion. An audit also includes

examining, on a test basis, evidence supporting the amounts and

disclosures in the balance sheet, assessing the accounting

principles used and significant estimates made by management, as

well as evaluating the overall balance sheet presentation. We

believe that our audit provides a reasonable basis for our

opinion, the balance sheet referred to above presents fairly, in

all material respects, the financial position of Big Rock Partners

Acquisition Corp. as of November 22, 2017, in conformity with

accounting principles generally accepted in the United States of

BIG ROCK PARTNERS ACQUISITION CORP.

accompanying notes are an integral part of the balance

BIG ROCK PARTNERS ACQUISITION CORP.

NOTES TO BALANCE SHEET

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Rock Partners Acquisition Corp. (the Company ) is a

newly organized blank check company incorporated in Delaware on

September 18, 2017. The Company was formed for the purpose of

acquiring, through a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization, recapitalization, or

other similar business transaction, one or more operating

businesses or entities that the Company has not yet identified (a

Business Combination ). Although the Company is not

limited to a particular industry or geographic region for purposes

of consummating a Business Combination, the Company intends to

focus on businesses in the senior housing and care industry in the

November 22, 2017, the Company had not yet commenced operations.

All activity through November 22, 2017 relates to the

Company's formation and its initial public offering

( Initial Public Offering ), which is described

registration statements for the Company's Initial Public

Offering were declared effective on November 20, 2017. On November

22, 2017, the Company consummated the Initial Public Offering of

6,000,000 units ( Units and, with respect to the

common stock included in the Units being offered, the Public

Shares ), generating gross proceeds of $60,000,000, which is

described in Note 3.

the closing of the Initial Public Offering, the Company consummated

the sale of 250,000 units (the Private Placement

Units ) at a price of $10.00 per Unit in a private placement

to Big Rock Partners Sponsor, LLC (the Sponsor ),

generating gross proceeds of $2,500,000, which is described in Note

closing of the Initial Public Offering on November 22, 2017, an

amount of $60,000,000 ($10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the

Private Placement Units was placed in a trust account ( Trust

Account ) which may be invested in U.S. government

securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act of 1940, as amended (the Investment

Company Act ), with a maturity of 180 days or less or in any

open-ended investment company that holds itself out as a money

market fund selected by the Company meeting the conditions of Rule

2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of: (i) the consummation of a Business

Combination or (ii) the distribution of the Trust Account, as

amounted to $1,947,419, consisting of $1,500,000 of underwriting

fees and $447,419 of Initial Public Offering costs. In addition,

$741,476 of cash was held outside of the Trust Account and is

available for working capital purposes.

November 29, 2017, in connection with the underwriters'

exercise of their over-allotment option in full, the Company

consummated the sale of an additional 900,000 Units, and the sale

of an additional 22,500 Private Placement Units at $10.00 per unit,

generating total gross proceeds of $9,225,000. A total of

$9,000,000 of the net proceeds were deposited in the Trust Account,

bringing the aggregate proceeds held in the Trust Account to

$69,000,000 (see Note 8).

Company's management has broad discretion with respect to the

specific application of the net proceeds of the Initial Public

Offering and Private Placement Units, although substantially all of

the net proceeds are intended to be applied generally toward

consummating a Business Combination. The Company's initial

Business Combination must be with one or more target businesses

that together have a fair market value equal to at least 80% of the

balance in the Trust Account (excluding taxes payable on income

earned on the Trust Account) at the time of the signing an

agreement to enter into a Business Combination. The Company will