TENZING ACQUISITION CORP Index to Balance Sheet Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the

TENZING ACQUISITION CORP

Index to Balance Sheet

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

Tenzing Acquisition Corp.

Opinion on the Financial

We have audited the accompanying

balance sheet of Tenzing Acquisition Corp. (the "Company") as of August 23, 2018, 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 23, 2018, in conformity with accounting principles generally accepted

in the United States of America.

The 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 Company'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.

We have served as the Company's

The accompanying notes are an

integral part of the financial statements.

NOTE 1. DESCRIPTION OF

ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp. (the "Company") is a blank check company incorporated in the British Virgin Islands on March 20,

2018. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation

with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other

similar business combination with one or more businesses or entities ("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 that operate in India.

23, 2018, the Company had not yet commenced any operations. All activity through August 23, 2018 relates to the Company's

formation and its initial public offering ("Initial Public Offering"), which is described below.

statement for the Initial Public Offering was declared effective on August 20, 2018. On August 23, 2018 the Company consummated

the Initial Public Offering of 5,500,000 units ("Units" and, with respect to the ordinary shares included in the Units

offered, the "Public Shares") at $10.00 per Unit, generating total gross proceeds of $55,000,000, which is described

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 323,750 units (the "Private

Units") at a price of $10.00 per unit in a private placement to the Company's Sponsor, Tenzing LLC (the "sponsor")

and the underwriter, generating total gross proceeds of $3,237,500, which is described in Note 4.

costs amounted to $3,553,587, consisting of $1,237,500 of underwriting fees, $1,925,000 of deferred underwriting fees and $391,087

of offering costs. In addition, $441,564 of cash was held outside of the Trust Account (defined below) and is available for working

the closing of the Initial Public Offering on August 23, 2018, an amount of $56,100,000 ($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 Units was placed in a trust account ("Trust

Account") which will 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 funds in the Trust Account to the Company's shareholders, as described below.

27, 2018, the underwriters notified the Company of their intention to exercise their over-allotment option in full on August 30,

2018. The Company is expected to consummate the sale of an additional 825,000 Units and the sale of an additional 35,063 Private

Units, each at $10.00 per unit, generating total gross proceeds of $8,600,630. A total of $8,415,000 of the net proceeds will be

deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $64,515,000 (see Note 8).

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

sale of the Private Units, 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 (less any deferred underwriting commissions

and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection with 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.

will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means

of a tender offer. For so long as the Company is deemed to be a foreign private issuer, it will conduct redemptions in accordance

with the tender offer rules of the Securities and Exchange Commission ("SEC"). In connection with a proposed Business

Combination, unless the Company is deemed to be a foreign private issuer at such time, the Company may seek shareholder approval

of a Business Combination at a meeting called for such purpose at which shareholders 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 upon such consummation of a Business Combination and, if the Company seeks shareholder

approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,

the Company's Amended and Restated Memorandum and Articles of Association provides that, a public shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder 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 20% or more of the Public Shares without the Company's prior written

will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($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 shareholders who redeem their shares will not be reduced by the

deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption

rights upon the completion of a Business Combination with respect to the Company's warrants.

vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, or if the

Company is deemed to be a foreign private issuer at such time, the Company will, pursuant to its Amended and Restated Memorandum

and Articles of Association, offer such redemption pursuant to the SEC's tender offer rules, 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

sponsor has agreed (a) to vote its founder shares, the ordinary shares included in the Private Units (the "Private Shares")

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 Amended and Restated Memorandum and Articles of Association with respect to the Company's

pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting

public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to