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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K/A Amendment No. 1    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934   ARYA SCIENCES ACQUISITION CORP. (Exact name of registrant as specified in its charter)    Cayman Islands

001-38688

98-1436307(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)51 Astor Place, 10th Floor
New York, NY

10003(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code: (212)
284-2300 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:  Title of Each Class:

Trading Symbol:

Name of Each Exchange on Which 
Registered:Class A ordinary shares included as part of the units

ARYA

The NASDAQ Stock Market LLCWarrants included as part of the units,
each whole warrant exercisable for one
Class A ordinary share at an exercise price of $11.50

ARYAW

The NASDAQ Stock Market LLCUnits, each consisting of one Class A ordinary share,
$0.0001 par value, and one-half of one redeemable warrant

ARYAU

The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐    No  ☒ Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐ Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).    Yes  ☒    No  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒ Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☒Non-accelerated filer

☐

Smaller reporting company

☒Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes  ☒    No  ☐ As of March 6, 2020, there were 14,375,000 Class A
ordinary shares, par value $0.0001 per share, and 3,593,750 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding. As of June 30, 2019, the aggregate market value of the Class A ordinary shares held by non-affiliates of the
registrant was $143,893,750 (based on the closing sales price of the ordinary shares on June 30, 2019 of $10.01). Documents Incorporated by
Reference: None.




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EXPANATORY NOTE This Amendment No. 1 on Form 10-K (this Amendment No. 1) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 of ARYA
Sciences Acquisition Corp. filed with the Securities and Exchange Commission (the SEC) on March 6, 2020 (the Original Filing). This Amendment No. 1 is being filed to amend Item 8 of the Original Filing in order to include a revised audit opinion of WithumSmith+Brown, PC, our
independent registered public accounting firm for the year ended December 31, 2019. The revised audit opinion reflects the previously omitted going concern paragraph and is now consistent with the disclosures within the Original Filing. Except as described above, no other amendments are being made to the Original Filing. This Amendment No. 1 also includes the currently dated signature page
and certifications from the Companys principal executive officer and principal financial officer. This Amendment No. 1 does not reflect events occurring after the March 6, 2020 filing of the Original Filing or modify or update the disclosure
contained in the Original Filing in any way other than to reflect the amendments discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our other filings with the SEC.




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TABLE OF CONTENTS  PAGEPART IIItem 8.

Financial Statements and Supplementary Data


4PART IVItem 15.

Exhibits and Financial Statement Schedules


5  3




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PART II  Item 8.
Financial Statements and Supplementary Data. This information appears following Item 15 of this Report. Index To Financial Statements  PageReport of Independent Registered Public Accounting Firm


F-2Balance Sheets as of December 31, 2019 and 2018


F-3Statements of Operations for the year ended December 
31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018


F-4Statements of Changes in Shareholders Equity for the year ended December 31,
 2019 and for the period from June 29, 2018 (inception) to December 31, 2018


F-5Statements of Cash Flows for the year ended December 
31, 2019 and for the period from June 29, 2018 (inception) to December 31, 2018


F-6Notes to Financial Statements


F-7  4




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PART IV  Item 15.
Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: (1) Financial Statements (2) Exhibits We hereby file as part of this Amendment No. 1 to the Annual Report on Form 10-K the exhibits listed in the attached
Exhibit Index.  5




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ExhibitNo.

Description31.1

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*31.2

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*32.1

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**32.2

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**101.INS

XBRL Instance Document(1)101.SCH

XBRL Taxonomy Extension Schema(1)101.CAL

XBRL Taxonomy Extension Calculation Linkbase(1)101.DEF

XBRL Taxonomy Extension Definition Linkbase(1)101.LAB

XBRL Taxonomy Extension Label Linkbase(1)101.PRE

XBRL Taxonomy Extension Presentation Linkbase(1)  *
Filed herewith **
Furnished herewith (1)
Incorporated by reference to the Original Filing.  6




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. April 17,
2020  ARYA SCIENCES ACQUISITION CORP./s/ Adam StoneName:

Adam StoneTitle:

Chief Executive Officer(Principal Executive Officer)
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Name

Position

Date/s/ Joseph Edelman
Joseph Edelman

Chairman

April 17, 2020/s/ Adam Stone
Adam Stone

Chief Executive Officer and Director
(Principal Executive Officer)

April 17, 2020/s/ Michael Altman
Michael Altman

Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

April 17, 2020/s/ Kevin Conroy
Kevin Conroy

Director

April 17, 2020/s/ Todd Wider
Dr. Todd Wider

Director

April 17, 2020/s/ David Hung
Dr. David Hung

Director

April 17, 2020  7




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ARYA SCIENCES ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Audited
Financial Statements for ARYA Sciences Acquisition Corp.:  PageReport of Independent Registered Public Accounting Firm


F-2Balance Sheets as of December 31, 2019 and 2018


F-3Statements of Operations for the year ended December 
31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018


F-4Statements of Changes in Shareholders Equity for the year ended December 31,
 2019 and for the period from June 29, 2018 (inception) through December 31, 2018


F-5Statements of Cash Flows for the year ended December 
31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018


F-6Notes to Financial Statements


F-7  F-1




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Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of ARYA Sciences
Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of ARYA Sciences Acquisition Corp. (the Company), as of December 31, 2019 and 2018, and the related
statements of operations, changes in shareholders equity and cash flows for the year ended December 31, 2019 and for the period June 29, 2018 (inception) through December 31, 2018 and the related notes (collectively referred to as the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for
the year ended December 31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company does not complete a business combination by October 10, 2020, then the Company will cease all operations
except for the purpose of winding down and liquidating. This mandatory liquidation and subsequent dissolution raises substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the 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
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are 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 audits 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 audits included performing procedures to assess the risks of material misstatement of the financial statements, 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 statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Companys
auditor since 2018. Whippany, New Jersey March 6, 2020  F-2




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ARYA SCIENCES ACQUISITION CORP. BALANCE SHEETS  December 31,2019


2018Assets:Current assets:Cash

$
874,326


$
1,198,306Prepaid expenses


60,584



133,966Total current assets


934,910



1,332,272Marketable securities held in Trust Account


147,841,513



144,488,284Total Assets


148,776,423



145,820,556Liabilities and Shareholders Equity:Current liabilities:Accounts payable


107,245



Accrued expenses


275,000



5,000Total current liabilities


382,245



5,000Deferred underwriting commissions


4,671,875



4,671,875Total liabilities


5,054,120



4,676,875CommitmentsClass A ordinary shares, $0.0001 par value; 13,872,230 and 13,614,368 shares subject to
possible redemption at redemption value at December 31, 2019 and 2018, respectively


138,722,300



136,143,680Shareholders Equity:Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and
outstanding






Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 502,770 and
760,632 shares issued and outstanding (excluding 13,872,230 and 13,614,368 shares subject to possible redemption) at December 31, 2019, and 2018, respectively


50



76Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares
issued and outstanding at December 31, 2019, and 2018


359



359Additional paid-in capital


1,794,372



4,372,966Retained earnings


3,205,222



626,600Total shareholders equity


5,000,003



5,000,001Total Liabilities and Shareholders Equity

$
148,776,423


$
145,820,556 The accompanying notes are an integral part of these financial statements.  F-3




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ARYA SCIENCES ACQUISITION CORP. STATEMENTS OF OPERATIONS  For the Year EndedDecember 31, 2019


For the Period From June 29,2018 (inception) ThroughDecember 31, 2018General and administrative costs

$
774,607


$
111,684Loss from operations


(774,607
)


(111,684
)Investment income on Trust Account


3,353,229



738,284Net income

$
2,578,622


$
626,600Weighted average shares outstanding of Class A ordinary shares


14,375,000



14,375,000Basic and diluted net income per share, Class A

$
0.23


$
0.05Weighted average shares outstanding of Class B ordinary shares


3,593,750



3,593,750Basic and diluted net loss per share, Class B

$
(0.22
)

$
(0.03
) The accompanying notes are an integral part of these financial statements.  F-4




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ARYA SCIENCES ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY  Ordinary Shares








TotalShareholdersEquityClass A


Class B


Additional Paid-InCapital


RetainedEarningsShares


Amount


Shares


AmountBalance - June 29, 2018 (inception)





$







$



$



$



$
Issuance of Class B ordinary shares to Sponsor










3,593,750



359



24,641







25,000Sale of units in initial public offering, gross


14,375,000



1,437











143,748,563







143,750,000Offering costs


















(9,211,044
)






(9,211,044
)Sale of private placement warrants to Sponsor in private placement


















5,953,125







5,953,125Ordinary shares subject to possible redemption


(13,614,368
)


(1,361
)










(136,142,319
)






(136,143,680
)Net income






















626,600



626,600Balance - December 31, 2018


760,632


$
76



3,593,750


$
359


$
4,372,966


$
626,600


$
5,000,001Ordinary shares subject to possible redemption


(257,862
)


(26
)










(2,578,594
)






(2,578,620
)Net income






















2,578,622



2,578,622Balance - December 31, 2019


502,770


$
50



3,593,750


$
359


$
1,794,372


$
3,205,222


$
5,000,003 The accompanying notes are an integral part of these financial statements.  F-5




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ARYA SCIENCES ACQUISITION CORP. STATEMENTS OF CASH FLOWS  For the Year endedDecember 31, 2019


For the Period From June 29, 2018(inception) Through December 31,2018Cash Flows from Operating Activities:Net income

$
2,578,622


$
626,600Adjustments to reconcile net income to net cash used in operating activities:Income earned on investment held in Trust Account


(3,353,229
)


(738,284
)Formation and operating costs paid by Sponsor in exchange for issuance of Class B ordinary
shares






2,352Changes in operating assets and liabilities:Prepaid expenses


73,382



(133,966
)Accounts payable


107,245



Accrued expenses


270,000



5,000Net cash used in operating activities


(323,980
)


(238,298
)Cash Flows from Investing Activities:Principal deposited in Trust Account






(143,750,000
)Net cash used in investing activities






(143,750,000
)Cash Flows from Financing Activities:Repayment of note payable and advances to related parties






(149,960
)Proceeds from repayment of advances to related parties






1,524Proceeds received from initial public offering, gross






143,750,000Proceeds received from private placement






5,953,125Payment of offering costs






(4,368,085
)Net cash provided by financing activities






145,186,604Net change in cash


(323,980
)


1,198,306Cash - beginning of the period


1,198,306



Cash - end of the period

$
874,326


$
1,198,306Supplemental disclosure of noncash activities:Value of Class A ordinary shares subject to possible redemption

$
2,578,620


$
136,143,680Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

$



$
22,648Deferred underwriting commissions in connection with the initial public offering

$



$
4,671,875Offering costs paid by Sponsor under note payable

$



$
148,436Prepaid expenses included in accounts payable

$



$
23,200 The accompanying notes are an integral part of these financial statements.  F-6




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 1
 Description of Organization and Business Operations Organization and General ARYA Sciences Acquisition Corp. (the Company) is a blank check company incorporated on June 29, 2018 (inception) as a Cayman Islands exempted
company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). While the Company may pursue an
acquisition opportunity in any business, industry, sector or geographical location, it focuses on industries that complement its management teams background, and in its search for targets for its Business Combination capitalizes on the ability
of its management team to identify and acquire a business, focusing on the healthcare or healthcare related industries. In particular, the Company is targeting North American or European companies in the biotech, pharmaceutical, medical device and
therapeutics subsectors where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from June 29, 2018 (inception) through
December 31, 2019 relates to the Companys formation, the preparation for its initial public offering (the Initial Public Offering) described below, and since the Initial Public Offering, the search for a target for a Business
Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest
income on cash and investments from the proceeds derived from the Initial Public Offering. Sponsor and Initial Public Offering The Companys sponsor is ARYA Sciences Holdings, a Cayman Islands exempted limited company (the Sponsor). The registration statement for the
Companys Initial Public Offering was declared effective on October 4, 2018. On October 10, 2018, the Company consummated the Initial Public Offering, and offered and sold 14,375,000 units (each, a Unit and collectively,
the Units) for $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $143.75 million, and incurring offering costs of approximately $9.2 million, inclusive of approximately $4.672 million in deferred
underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the
Private Placement) of 5,953,125 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants) at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross
proceeds of approximately $5.95 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $143.75 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 (the Trust Account), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company
acting as trustee, and was 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 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 assets held in the Trust Account as described below. Initial Business Combination The Companys
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, 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 one or more Business Combinations having an aggregate fair market value of at least
80% of the assets held in 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  F-7




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  enter into the 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. The Company will provide the holders of its outstanding Class A ordinary shares, par value $0.0001 (the Class A ordinary shares), sold
in the Initial Public Offering (the Public Shareholders) with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) 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. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the
Company, solely in its discretion. The Public Shareholders 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 Public Share). The per-share amount to be distributed to Public Shareholders 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
5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering. 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 shareholder vote is not required by law and the Company does not decide to hold a
shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, 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, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval
for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem
their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their
Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their
Founder Shares and any Public Shares acquired by them in connection with the completion of a Business Combination. Notwithstanding the foregoing, the
Companys amended and restated memorandum and articles of association provide 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)), is 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. The Companys Sponsor, officers and directors (the initial shareholders) agreed not to
propose an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Companys obligation to redeem 100% of its Public Shares if the Company does not complete a Business
Combination within the Combination Period (as defined below), unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 10, 2020 (the
Combination Period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and the
Companys board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law.  F-8




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the
Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the
Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of
the Companys Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only the $10.00 per share initially
held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by third parties, including any vendor
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with
respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companys indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the
Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all third parties, including vendors, service providers (except for the Companys independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On January 22, 2020, the Company received
a letter (the Notification Letter) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (NASDAQ) notifying the Company that it no longer complies with NASDAQ Listing Rule 5620(a) for continued
listing due to its failure to hold an annual meeting of shareholders within twelve months of the end of the Companys fiscal year ended December 31, 2018. NASDAQ has granted an exception of up to 180 calendar days from the fiscal year end,
or until June 29, 2020, to regain compliance. The Notification Letter does not impact the Companys listing on NASDAQ at this time, and the
Company Class A ordinary shares, units and warrants have continued to trade on NASDAQ under the symbols ARYA, ARYAU and ARYAW, respectively. The Company does not expect that the Notification Letter will affect its ability to consummate an initial Business Combination. The Company intends to file
and mail to its shareholders a definitive proxy statement and to hold an annual meeting prior to June 29, 2020 to regain compliance with the NASDAQ listing rules. Going Concern Consideration At December 31,
2019, the Company has approximately $874,000 in its operating bank account, and working capital of approximately $552,000. Our liquidity needs were
satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor, approximately $148,000 in note payable to related parties, and the net proceeds of the Private Placement
not held in the Trust Account for working capital needs. We repaid the note to the Sponsor in October 2018. In connection with the Companys
assessment of going concern considerations in accordance with Financial Accounting Standard Boards Accounting Standards Updated (ASU) 2014-15, Disclosure of Uncertainties about an
Entitys Ability to Continue as a Going Concern, management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Companys ability to continue as a going concern. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 10, 2020.  F-9




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  Note 2  Summary of Significant Accounting Policies Basis of Presentation The accompanying financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of the financial
statements in conformity with U.S. GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Emerging
Growth Company The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company that is neither an emerging growth company nor an emerging
growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that
potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of
$250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Companys
investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less.  F-10




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  Marketable Securities Held in Trust Account The Companys portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying statements of operations. The estimated fair values of marketable securities held in Trust
Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:  

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active
markets;  

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and  

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the
fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019, and 2018, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term
nature of the instruments. The Companys investments held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less and are recognized at fair value. The fair value of investments
held in Trust Account is determined using quoted prices in active markets. Class A Ordinary Shares subject to possible redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Companys control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders equity. The Companys Class A ordinary shares feature certain redemption rights that are
considered to be outside of the Companys control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, and 2018, 13,872,230 and 13,614,368 Class A ordinary shares subject to possible redemption
at the redemption amount are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheets. Net
Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary
shares outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 13,140,625 Class A ordinary shares of the Company in the calculation of diluted
income per share, since their inclusion would be anti-dilutive under the treasury stock method.  F-11




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  The Companys statements of operation include a presentation of income per share for Class A
ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the
interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net income,
less income attributable to Public Shares, by the weighted average number of Class B ordinary shares outstanding for the periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes. Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31,
2019. The Companys management determined that the Cayman Islands is the Companys only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts were accrued for interest and penalties for the year ended December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or
material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in
the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is
currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not
reflected in the Companys financial statements. The Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Companys
management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial statements. Note 3  Initial Public Offering On
October 10, 2018, the Company sold 14,375,000 Units at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one Class A ordinary share (such Class A ordinary shares included in the Units being offered, the
Public Shares), and one-half of one redeemable warrant (each, a Public Warrant). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of
$11.50 per share, subject to adjustment (see Note 6). Note 4  Related Party Transactions Founder Shares On July 5, 2018, the Sponsor paid
$25,000 to cover certain expenses and offering costs on behalf of the Company in consideration of 3,593,750 shares (the Founder Shares) of the Companys Class B ordinary shares, par value $0.0001 per share (the
Class B ordinary shares). Prior to the consummation of the Initial Public Offering, the  F-12




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  Sponsor transferred 30,000 Founder Shares to each of Kevin Conroy, Dr. Todd Wider and Dr. David Hung, the Companys independent directors. The Founder Shares will automatically
convert into Class A ordinary shares at the time of the Companys initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Sponsor had agreed to forfeit up to 468,750 Founder Shares to the
extent that the over-allotment option was not exercised in full by the underwriters. On October 10, 2018, the underwriters exercised the over-allotment option in full; thus, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business
Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Companys shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 5,953,125 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant, generating proceeds of approximately $5.953 million in the Private Placement. Each Private Placement Warrant is exercisable for
one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not
complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so
long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Companys officers and directors agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On July 5, 2018, the Sponsor
agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the Note). This loan was non-interest bearing and
payable upon the completion of the Initial Public Offering. The Sponsor paid an aggregate of approximately $148,000 to cover for expenses on the Companys behalf under the Note. On October 10, 2018, the Company repaid the Note in full and
advanced an additional $1,524 to the Sponsor. The Sponsor repaid this advance back to the Company on October 12, 2018. In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required
(Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be
repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held
in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working
Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business
Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2019, there were no outstanding Working Capital Loans under this arrangement.  F-13




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  Administrative Support Agreement Commencing on the effective date of the Initial Public Offering in October 2018 through the earlier of the Companys consummation of a Business
Combination and its liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company recognized $120,000 and $29,000 and in expenses in connection
with the aforementioned arrangements with the related parties on the Statements of Operations for the year ended December 31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018, respectively. As of
December 31, 2019 and 2018, there were no amounts owed to the Sponsor in connection with such services. Private Placement of Ordinary Shares The Sponsor has indicated an interest to purchase up to $25 million of the Companys ordinary shares in a private placement that would occur
concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private
placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase
fewer shares than it indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares. Note 5 
Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to
registration rights (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement entered into in connection with the consummation of the
Initial Public Offering. These holders are entitled to certain demand and piggyback registration and shareholder rights. However, the registration and shareholder rights agreement provides that the Company will not permit any
registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred
in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial
Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. The underwriters exercised this option in full on October 10, 2018. The underwriters were entitled to underwriting discounts of $0.275 per Unit, or approximately $3.953 million in the aggregate, paid upon the closing of
the Initial Public Offering. An additional fee of $0.325 per Unit, or approximately $4.672 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become
payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Note 6  Shareholders Equity ClassA Ordinary Shares  The Company is authorized to issue 479,000,000 Class A ordinary shares with
a par value of $0.0001 per share. Holders of the Companys Class A ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. As of December 31, 2019, and 2018, there were 14,375,000
Class A ordinary shares issued or outstanding, including 13,872,230 and 13,614,368 Class A ordinary shares subject to possible redemption, respectively. ClassB Ordinary Shares  The Company is authorized to issue 20,000,000 Class B ordinary shares with
a par value of $0.0001 per share. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to vote, except as required by law. Holders of Class B ordinary shares are
entitled to one vote for each share. As of December 31, 2019, and 2018, there were 3,593,750 Class B ordinary shares outstanding.  F-14




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of
the Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
20.0% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business
Combination or any warrants issued to the Sponsor upon conversion of Working Capital Loans), minus (b) the number of Public Shares redeemed by Public Shareholders in connection with the Business Combination. Preference Shares  The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, and with
such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2019 and 2018, there were no preference shares issued or outstanding. Warrants  Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be
issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) twelve months from the closing of the
Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus
relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but
in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the sixtieth (60th)
day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,
exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon
redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination,
subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement
Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption:  

in whole and not in part;  

at a price of $0.01 per warrant;  

upon a minimum of 30 days prior written notice of redemption; and if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.  F-15




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ARYA SCIENCES ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS  If the Company calls the Public Warrants for redemption, management will have the option to require all
holders that wish to exercise the Public Warrants to do so on a cashless basis, as described in the warrant agreement. The exercise price and
number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants
will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Companys assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Note 7
 Fair Value Measurements The following table presents information about the Companys assets that are measured at fair value on a recurring
basis as of December 31, 2019, and 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2019  Description

QuotedPricesin ActiveMarkets(Level 1)


SignificantOtherObservableInputs(Level 2)


SignificantOtherUnobservableInputs(Level 3)Investments held in Trust Account

$
147,841,513







 December 31, 2018  Description

QuotedPricesin ActiveMarkets(Level 1)


SignificantOtherObservableInputs(Level 2)


SignificantOtherUnobservableInputs(Level 3)Investments held in Trust Account

$
144,488,284







 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between
levels of the hierarchy for the year ended December 31, 2019 and for the period from June 29, 2018 (inception) through December 31, 2018. Level 1 instruments include investments U.S. Treasury securities with an original maturity
of 180 days or less. Note 8  Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were available to be issued. Based upon this review,
the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, except as disclosed in Note 1.  F-16