REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Oruka Therapeutics, Inc. Opinion on the Financial Statement - Balance Sheet We have audited the accompanying balance s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of Oruka Therapeutics, Inc.

Opinion on the Financial Statement - Balance Sheet

We have audited the accompanying balance sheet of Oruka Therapeutics,

Inc. (the "Company") as of February 6, 2024, including 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 February 6, 2024 in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company's Ability to Continue

The accompanying financial statement has been prepared assuming that

the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company has not generated any revenue

from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception,

which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are

also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The financial statement is the responsibility of the Company's

management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with

the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. 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.

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.

Critical Audit Matters

Critical audit matters are matters arising from the current period

audit of the financial statement that were communicated or required to be communicated to the audit committee and that (i) relate to accounts

or disclosures that are material to the financial statement and (ii) involved our especially challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

May 13, 2024, except for the effects of the reverse stock split discussed

in Note 1 to the financial statement, as to which the date is September 5, 2024, and except for the effects of the reverse merger exchange

ratio discussed in Note 1 to the financial statement, as to which the date is November 13, 2024.

We have served as the Company's auditor since 2024.

ORUKA THERAPEUTICS, INC.

(In thousands, except share amounts)

The accompanying notes are an integral part of

this financial statement.

ORUKA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENT

1. Nature of the Business and Basis of Presentation

Background and Basis of Presentation

Oruka Therapeutics, Inc. ("Oruka" or

the "Company") was established and incorporated under the laws of the state of Delaware on February 6, 2024. Oruka was founded

by Paragon Therapeutics, Inc. ("Paragon"). The Company currently operates as a virtual company, and thus, does not maintain

a corporate headquarters or other significant facilities. Oruka was formed to develop biologics to optimize the treatment of inflammatory

The Company is subject to risks and uncertainties

common to early-stage companies in the biopharmaceutical industry, including, but not limited to, completing preclinical and clinical

trials, obtaining regulatory approval for product candidates, development by competitors of new technological innovations, dependence

on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary

technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the ability to

raise additional capital to fund operations.

The Company's potential products will require

approval from the U.S. Food and Drug Administration or comparable foreign authorities prior to the commencement of commercial sales. There

can be no assurance that the Company's potential products will receive all the required approvals. In addition, there can be no

assurance that the Company's potential products, if approved, will be accepted in the marketplace, nor can there be any assurance

that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that

such products will be successfully marketed, if at all.

The financial statement and accompanying notes have

been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

The accompanying financial statement has been prepared

on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of

liabilities in the normal course of business. As of February 6, 2024, the Company had no cash.

The Company will devote substantially all of its

resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital,

and providing general and administrative support for these operations. Current and future programs will require significant research and

development efforts, including preclinical and clinical trials and regulatory approvals to commercialization. These efforts require significant

amounts of additional capital, adequate personnel, and infrastructure. Even if the Company's development efforts are successful,

it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company obtains regulatory approval

for any of its product candidates and starts to generate revenue, it expects to incur significant expenses related to developing its internal

commercialization capability to support product sales, marketing, and distribution.

As a result, the Company will need substantial additional

funding to support its operating activities as it advances its potential product candidates through development, seeks regulatory approval

and prepares for and, if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can

generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination

of equity offerings and debt financings. Adequate funding may not be available to the Company on acceptable terms, or at all.

If the Company is unable to obtain additional funding,

the Company will assess its capital resources and may be required to delay, reduce the scope of or eliminate some or all of its planned

operations, which may have a material adverse effect on the Company's business, financial condition, results of operations and ability

to operate as a going concern. The financial statement does not include any adjustments that may result if the Company is not able to

continue as a going concern.

The Company has not generated any revenue from product

sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception.

In March 2024, the Company received $3.0 million

in proceeds from the sale of Series A convertible preferred stock and $25.0 million in proceeds from the sale of an unsecured convertible

promissory note, both of which were related party transactions (see Note 7 Subsequent Events).

ARCA biopharma, Inc., a Delaware corporation ("ARCA"),

and the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") on April 3, 2024,

pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement,

Atlas Merger Sub Corp, a Delaware corporation ("First Merger Sub"), will merge with and into Oruka, with Oruka continuing

as a wholly owned subsidiary of ARCA and the surviving corporation of the merger (the "First Merger"), and Oruka will merge

with and into Atlas Merger Sub II, LLC, a Delaware limited liability company ("Second Merger Sub" and together with First

Merger Sub, "Merger Subs"), with Second Merger Sub being the surviving entity of the merger (the "Second Merger"

and, together with the First Merger, the "Merger"). In connection with the Merger, Second Merger Sub will change its corporate

name to "Oruka Therapeutics Operating Company, LLC" and ARCA will change its name to "Oruka Therapeutics, Inc."