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

HEALTHCARE ACQUISITION CORP.

TO FINANCIAL STATEMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Healthcare Acquisition Corp.

on the Financial Statement

have audited the accompanying balance sheet of Vesper Healthcare Acquisition Corp. (the "Company") as of October 2,

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 October 2, 2020 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

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.

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.

have served as the Company's auditor since 2020.

HEALTHCARE ACQUISITION CORP.

accompanying notes are an integral part of the financial statement.

VESPER HEALTHCARE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

1-DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Healthcare Acquisition Corp. (the "Company") was incorporated in Delaware on July 8, 2020. The Company was formed

for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses (a "Business Combination").

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The

Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with

early stage and emerging growth companies.

of October 2, 2020, the Company had not commenced any operations. All activity for the period from July 8, 2020 (inception) through

October 2, 2020 relates to the Company's formation and the initial public offering ("Initial Public Offering"),

which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from

the Initial Public Offering.

registration statement for the Company's Initial Public Offering was declared effective on September 29, 2020. On October

2, 2020, the Company consummated the Initial Public Offering of 46,000,000 units (the "Units" and, with respect to

the shares of Class A common stock included in the Units sold, the "Public Shares"), which includes the full

exercise by the underwriters of the over-allotment option to purchase an additional 6,000,000 Units, at $10.00 per Unit, generating

gross proceeds of $460,000,000, which is described in Note 3.

with the closing of the Initial Public Offering, the Company consummated the sale of 9,333,333 warrants (the "Private Placement

Warrants") at a price of $1.50 per Private Placement Warrant in a private placement to BLS Investor Group LLC (the "Sponsor"),

generating gross proceeds of $14,000,000, which is described in Note 4.

costs amounted to $25,777,859 consisting of $9,200,000 of underwriting fees, $16,100,000 of deferred underwriting fees and $477,859

of other offering costs.

the closing of the Initial Public Offering on October 2, 2020, an amount of $460,000,000 ($10.00 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 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 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 funds held in the Trust Account, as

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. There is no assurance that the Company will be able to complete a Business

Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have

an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions

and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination.

The Company will only complete a Business Combination if the post-transaction 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.

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 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 in the Trust Account (initially $10.00 per Public 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). There will be no redemption rights

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

VESPER HEALTHCARE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior

to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares

voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of

Incorporation (the "Amended and Restated 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 other 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. If the Company seeks stockholder

approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and

any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally,

each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed

transaction or don't vote at all.

the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to

the tender offer rules, the Amended and Restated 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior

consent of the Company.

Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in