AESTHER HEALTHCARE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Healthcare Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheet of Aesther Healthcare Acquisition Corp. (the "Company") as of September 17, 2021,

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 September 17, 2021, in conformity with accounting principles

generally accepted in the United States of America.

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.

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 Company's internal control over financial reporting. Accordingly, we express no such opinion.

audits 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.

have served as the Company's auditor since 2021.

HEALTHCARE ACQUISITION CORP.

accompanying notes are an integral part of these financial statements.

HEALTHCARE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

1- Organization and Business Operations

Healthcare Acquisition Corp. (the "Company") is a newly organized blank check company 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 has not selected any potential Business Combination target and the Company

has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination

of September 17, 2021, the Company had not commenced any operations. All activity for the period from June 17, 2021 (inception) through

September 17, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering").

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 (as defined below). The Company has selected December 31 as its fiscal year end.

registration statement for the Company's Initial Public Offering was declared effective on September 14, 2021. On September 17,

2021, the Company consummated the Initial Public Offering of 10,500,000 units, each consisting of one share of Class A common stock and

one-half of one redeemable warrant (the "Units" and, with respect to the shares of Class A common stock included in the Units

sold, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $105,000,000, which is described in Note 3.

with the closing of the Initial Public Offering, the Company consummated the sale of 5,411,000 warrants (the "Private Placement

Warrants") at a price of $1.00 per Private Placement Warrant in a private placement to Aesther Healthcare Sponsor, LLC (the "Sponsor"),

generating gross proceeds of $5,411,000, which is described in Note 4.

costs amounted to $4,613,955, consisting of $1,050,000 of underwriting fees, $3,150,000 of deferred underwriting fees and $413,955 of

other offering costs. In addition, at September 17, 2021, cash of $1,833,700 was held outside of the Trust Account (as defined below)

and is available for working capital purposes.

the closing of the Initial Public Offering on September 17, 2021, an amount of $107,100,000 ($10.20 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the

"Trust Account") located in the United States and will be invested only 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 185 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, 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 below.

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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination. Nasdaq rules provide that the 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 (as defined below) (less any deferred underwriting

commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business

Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more

of the outstanding 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. There is no assurance that the Company will be able

to successfully effect a Business Combination.

Company will provide its holders of the outstanding Public Shares (the "Public Stockholders") 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 pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In

connection with a proposed Business Combination, the Company will be required to seek stockholder approval of a Business Combination

at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against

a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least

$5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted

are voted in favor of the Business Combination.

the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules

in conjunction with a stockholder meeting instead of pursuant to the tender offer rules, the Company's amended and restated certificate

of incorporation (the "Certificate of Incorporation") provides 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 seeking redemption rights

with respect to 15% or more of the Public Shares without the Company's prior written consent.

public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially

$10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the

deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of

a Business Combination with respect to the Company's warrants. These Class A common stock are recorded at redemption value and

classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification

("ASC") Topic 480 "Distinguishing Liabilities from Equity."

the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant

to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents

containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

Company's Sponsor, officers, directors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) and any

Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment

to the Company's Certificate of Incorporation with respect to the Company's pre-Business Combination activities prior to

the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem

their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into cash from

the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in

connection with a Business Combination if the Company is unable to conduct redemptions pursuant to the proxy solicitation rules) or a

vote to amend the provisions of the Certificate of Incorporation relating to stockholders' rights of pre-Business Combination activity