BCTG ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and t

Report of Independent Registered Public

To the Stockholders and the Board of Directors

BCTG Acquisition Corp.

Opinion on the Financial Statement

We have audited the accompanying balance

sheet of BCTG Acquisition Corp. (the "Company") as of September 8, 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 September 8, 2020, in conformity with accounting principles generally accepted in the

United States of America.

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 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.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

notes are an integral part of the financial statement.

OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

Corp. (the "Company") is a newly organized blank check company incorporated in Delaware and formed for the purpose

of effecting into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or 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 have their primary operations located in North America and Europe in the biotechnology industry.

8, 2020, the Company had not yet commenced operations. All activity for the period from May 21, 2020 (inception) through September

8, 2020 relates to the Company's formation and the initial public offering (the "Initial Public Offering"), which

is described below. The Company has selected December 31 as its fiscal year end.

Company's sponsor is BCTG Holdings, LLC, a Delaware limited liability company (the

"Sponsor"). The registration statement for the Company's Initial Public Offering was declared effective

on September 2, 2020. On September 8, 2020, the Company consummated its Initial Public Offering of 16,675,000 shares

of common stock (the "Public Shares"), including the 2,175,000 Public

Shares as a result of the underwriters' full exercise of their over-allotment option, at an offering price of $10.00 per

Public Share, generating gross proceeds of approximately $166.8 million, and incurring offering costs of approximately $9.6 million,

inclusive of approximately $5.8 million in deferred underwriting commissions (Note 6).

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

of 533,500 shares of common stock (the "Private Placement Shares"), at

a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.3 million (Note 4).

of the Initial Public Offering and the Private Placement, approximately $166.8 million ($10.00

per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in

a trust account ("Trust Account") in the United States maintained by Continental Stock Transfer & Trust

Company, as trustee, and will be invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or

less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely

in U.S. Treasuries, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the

Trust Account as described below.

management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company's initial Business Combination must be with one or more operating businesses

or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding

the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at

the time the Company signs a definitive agreement in connection with 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 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 1940, as amended, or the Investment Company Act.

The Company will provide

the holders of 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

anticipated to be $10.00 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 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 6). 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." In such case, the Company

will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of

a Business Combination and 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 legal reasons, the Company

will, pursuant to the amended and restated Certificate of Incorporation which was adopted by the Company in connection with the

Initial Public Offering (the "Amended and Restated Certificate"), conduct the redemptions pursuant to the tender offer

rules of the U.S. Securities and Exchange Commission (the "SEC"), and file tender offer documents with the SEC

prior to completing a Business Combination. If, however, a stockholder approval of the transactions 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 holders of the Founder Shares prior to this Initial Public

Offering (the "Initial Stockholders") have agreed 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. 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. In addition, the Company has agreed not to enter into a definitive agreement regarding

an initial Business Combination without the prior consent of the Sponsor.

foregoing, the Company's Amended and Restated Certificate 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 20% or more of the shares of common stock sold in the Initial

Public Offering, without the prior consent of the Company.

Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company's Amended