ASSETS

Current assets

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease assets

Restricted cash

Marketable securities held in Trust Account

Other long-term assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

Note payable—related party

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Total current liabilities

Operating lease liabilities, net of current portion

Deferred underwriting commissions

Other long-term liabilities

Total liabilities

Series A-1 convertible preferred stock

Series A-2 convertible preferred stock

Total convertible preferred stock

Class A ordinary shares, subject to possible redemption

Preference shares

Class A ordinary shares

Class B ordinary shares

Common stock

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense)

Interest income, net

Loss on marketable securities, dividends and interest held in Trust Account

Other income (expense), net

Loss before income taxes

Provision for income taxes

Net loss and comprehensive loss

Loss per Share

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense)

Interest income, net

Other (expense) income, net

Loss before income taxes

Provision for income taxes

Net loss and comprehensive loss

Loss per Share

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

Bain Investor

Pfizer

ARYA public shareholders

Perceptive PIPE Investor and ARYA initial shareholders

Other PIPE Investors

Other Cerevel Stockholders

Total

The pre-combination equityholders of Cerevel will hold the majority of voting rights in New Cerevel;

The pre-combination equityholders of Cerevel will have the right to appoint the majority of the directors on the New Cerevel Board;

Senior management of Cerevel will comprise the senior management of New Cerevel; and

Operations of Cerevel will comprise the ongoing operations of New Cerevel.

Cash. Represents the impact of the Business Combination and PIPE Financing on the cash balance of New Cerevel.

ARYA cash held in Trust Account

PIPE—Perceptive Shareholders

PIPE—Bain Investor

PIPE—Pfizer

Other PIPE Investors

Payment to redeeming ARYA Shareholders

Payment of deferred underwriting commissions

Payment of ARYA accrued transaction costs

Payment of ARYA incremental transaction costs

Payment of remaining management fees

Payment of Cerevel accrued transaction costs

Payment of Cerevel incremental transaction costs

Excess cash to balance sheet from Business Combination

Represents the amount of the restricted investments and cash held in the trust account upon consummation of the Business Combination at Closing.

Represents the issuance, in the PIPE Financing, to certain investors of 32,000,000 shares of New Cerevel Common Stock or deemed issued in connection with any pre-funding by Bain Investor pursuant to its Subscription Agreement at a price of $10.00 per share.

Represents the amount paid to ARYA shareholders who exercised their redemption rights.

Represents payment of deferred IPO underwriting commissions by ARYA (see Note 3(b)(1)).

Represents payment of ARYA accrued and incremental transaction costs related to the Business Combination (see Note 3(b)(2) and 3(b)(3)).

Represents payment of remaining management fees under the Management Agreement (see Note 3(b)(4)).

Represents payment of Cerevel accrued and incremental transaction costs related to the Business Combination (see Note 3(b)(5) and 3(b)(6)).

Business Combination costs.

Payment of deferred IPO underwriting commissions incurred by ARYA in the amount of $5.2 million (see Note 3(a)(4)). The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash, with a corresponding decrease in deferred underwriting commission liability.

Payment of ARYA accrued transaction costs related to the Business Combination in the amount of $0.1 million (see Note 3(a)(5)). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash, with a corresponding decrease in accrued expenses and other current liabilities.

Payment of ARYA incremental expenses related to the Business Combination incurred through the Business Combination in the amount in the amount of $8.0 million (see Note 3(a)(5)). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash, with a corresponding decrease in additional paid-in capital (see Note 3(f)).

Payment of remaining management fees pursuant to the Management Agreement in the amount of $3.0 million (see Note 3(a)(6)). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash, with a corresponding increase in accumulated deficit (see Note 3(f)).

Payment of Cerevel accrued transaction costs related to the Business Combination in the amount of $0.4 million (see Note 3(a)(7)). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash, with a corresponding decrease in accrued expenses and other current liabilities.

Payment of Cerevel incremental expenses related to the Business Combination incurred through the Business Combination in the amount of $10.8 million (see Note 3(a)(7)). The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash, with a corresponding decrease in additional paid-in capital (see Note 3(f)).

Trust Account. Represents release of the restricted investments and cash held in the ARYA trust account upon consummation of the Business Combination (See Note 3(a)(1)).

Capitalization of Cerevel transaction costs. Reflects recognition of capitalized Cerevel’s transaction expenses related to the Business Combination of $0.4 million as a reduction to equity proceeds. The unaudited pro forma condensed combined balance sheet reflects this adjustment as a reduction of other long-term assets, with a corresponding decrease in additional paid-in capital (see Note 3(f)).

Stock Purchase Agreement and Share Purchase Option. Reflects elimination of the fair value of the remaining Equity Commitment liability of $8.7 million and elimination of the fair value of the Share Purchase Option of $0.9 million. The unaudited pro forma condensed combined balance sheet reflects this adjustment as a reduction of other long-term liabilities, with a corresponding increase in additional paid-in capital (see Note 3(f)).

Impact on equity. The following table represents the impact of the Business Combination and PIPE Financing on the number of shares of Class A ordinary shares and represents the total equity:

Pre Business Combination—ARYA shareholders

Pre Business Combination—Perceptive PIPE Investor and ARYA initial shareholders

Pre Business Combination—Cerevel

Reclassification of redeemable shares to Class A common shares

Less: Redemption of redeemable shares

Bain Investor

Pfizer

Perceptive PIPE Investor and ARYA initial shareholders

Other PIPE Investors

Other Cerevel Stockholders

Balances after share transactions of New Cerevel

ARYA incremental transaction costs

Cerevel incremental transaction costs

Payment of remaining management fees

Capitalized transaction costs of Cerevel

Elimination of historical accumulated deficit of ARYA

Elimination of historical stock of Cerevel

Elimination of Equity Commitment

Elimination of Share Purchase Option

Post-Business Combination

Equity awards expenses. Reflects compensation expenses related to equity awards granted to certain employees of Cerevel in connection with the Business Combination of $1.1 million and $2.1 million for six months ended June 30, 2020 and year ended December 31, 2019, respectively.

Exclusion of management fees. Reflects adjustments made to eliminate historical management fees of Cerevel under the Management Agreement of $0.5 million and $1.0 million for six months ended June 30, 2020 and year ended December 31, 2019, respectively, which Cerevel will not be incurring post-Business Combination.

Exclusion of ARYA transaction costs. Reflects adjustment made to eliminate ARYA transaction costs related to the Business Combination in amount of the $0.1 million.

Exclusion of costs related to previously planned IPO of Cerevel. Reflects adjustment made to exclude the costs related to previously planned IPO of Cerevel in the amount of $2.5 million.

Exclusion of loss on marketable securities, dividends and interest held in Trust Account. Reflects exclusions of loss on marketable securities, dividends and interest held in trust account.

Stock Purchase Agreement and Share Purchase Option. Reflects (1) elimination of historical loss on the change in fair value measurement of the Equity Commitment of $6.7 million and $51.5 million for six months ended June 30, 2020 and year ended December 31, 2019, respectively, and (2) elimination of historical loss on the change in fair value measurement of the Share Purchase Option of $0.6 million and gain of $5.1 million for six months ended June 30, 2020 and year ended December 31, 2019, respectively.

Net loss per share. Represents pro forma net loss per share based on pro forma net loss and 127,123,954 total shares outstanding upon consummation of the Business Combination and PIPE Financing. For each period presented, there is no difference between basic and diluted pro forma net loss per share as the inclusion of all potential shares of common stock of New Cerevel outstanding would have been anti-dilutive.