Cordyceps Sunshine Biotech Files 20-F/A Amendment

TL;DR

Cordyceps Sunshine Biotech filed an amendment to its 2023 annual report, check for updates.

AI Summary

Cordyceps Sunshine Biotech Holdings Co., Ltd. filed an amendment (20-F/A) to its annual report for the fiscal year ended December 31, 2023. The filing, dated October 28, 2024, is an amendment to their registration statement. The company is incorporated in the Cayman Islands and operates in the medicinal chemicals and botanical products sector.

Why It Matters

This filing provides updated information for investors regarding Cordyceps Sunshine Biotech's financial performance and corporate status for the fiscal year 2023.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing an amendment, there may be ongoing disclosure requirements and potential for changes in financial reporting or corporate structure.

Key Numbers

• 333-269315 — SEC File Number (Identifies the company's registration with the SEC)
• 20231231 — Fiscal Year End (The period covered by the annual report)

Key Players & Entities

• Cordyceps Sunshine Biotech Holdings Co., Ltd. (company) — Filer of the 20-F/A amendment
• Cayman Islands (jurisdiction) — Jurisdiction of incorporation
• 20231231 (date) — Fiscal year end
• 20241028 (date) — Filing date

FAQ

Filing Documents

• ea0218216-20fa1_cordyceps.htm (20-F/A) — 1312KB
• ea021821601ex12-1_cordyceps.htm (EX-12.1) — 10KB
• ea021821601ex12-2_cordyceps.htm (EX-12.2) — 10KB
• ea021821601ex13-1_cordyceps.htm (EX-13.1) — 3KB
• ea021821601ex13-2_cordyceps.htm (EX-13.2) — 3KB
• ea021821601ex23-1_cordyceps.htm (EX-23.1) — 4KB
• ea021821601ex23-2_cordyceps.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 17KB
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• image_010.jpg (GRAPHIC) — 24KB
• image_011.jpg (GRAPHIC) — 28KB
• image_012.jpg (GRAPHIC) — 32KB
• image_013.jpg (GRAPHIC) — 1KB
• image_014.jpg (GRAPHIC) — 1KB
• image_015.jpg (GRAPHIC) — 12KB
• image_016.jpg (GRAPHIC) — 48KB
• 0001213900-24-091107.txt ( ) — 6028KB
• cik1885680-20231231.xsd (EX-101.SCH) — 49KB
• cik1885680-20231231_cal.xml (EX-101.CAL) — 49KB
• cik1885680-20231231_def.xml (EX-101.DEF) — 235KB
• cik1885680-20231231_lab.xml (EX-101.LAB) — 387KB
• cik1885680-20231231_pre.xml (EX-101.PRE) — 226KB
• ea0218216-20fa1_cordyceps_htm.xml (XML) — 445KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Explanatory Note The purpose of this Amendment No. 1 to the Annual Report on Form 20-F of Cordyceps Sunshine Biotech Holdings Co., Ltd. for the year ended December 31, 2023 filed with the Securities and Exchange Commission on July 5, 2024 (the "Form 20-F"), is to (i) provide additional disclosure regarding the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in December 2021 and the Sample Letter to Companies Regarding China-Specific Disclosures issued by the Staff in July 2023, and (ii) clarify and correct a few operation results for the years ended December 31, 2023, 2022 and 2021. Except for the description above, no other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F. Table of Contents Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 19 Item 4A. Unresolved Staff Comments 41 Item 5. Operating and Financial Review and Prospects 41 Item 6. Directors, Senior Management and Employees 47 Item 7. Major Shareholders and Related Party Transactions

Description of Securities Other

Description of Securities Other than Equity Securities 62 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 63 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 63 Item 15.

Controls and Procedures

Controls and Procedures 63 Item 16. [Reserved] 64 Item 16A. Audit Committee Financial Expert 64 Item 16B. Code of Ethics 64 Item 16C. Principal Accountant Fees and Services 64 Item 16D. Exemptions from the Listing Standards for Audit Committees 65 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 65 Item 16F. Change in Registrant's Certifying Accountant 65 Item 16G. Corporate Governance 66 Item 16H. Mine Safety Disclosure 66 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 66 Item 16J. Insider Trading Policies 66 Item 16K. Cybersecurity 66 PART III Item 17.

Financial Statements

Financial Statements 67 Item 18.

Financial Statements

Financial Statements 67 Item 19. Exhibits 67 i INTRODUCTION Professional terms in the annual report are defined as follows: "Cattle camphor mushroom" also known as Antrodia Cinnamomum, or Taiwanofungus, is a species of fungus indigenous to Taiwan, which grows on the endemic aromatic tree Cinnamomum kanehirae, causing a brown heart rot. "Cordyceps" is a fungus that lives on certain caterpillars and is usually formed by stipe (defined below) and stroma (defined below) "Cordycepin" shall refer to a compound which is extracted from Cordyceps. "Deep processing" shall refer to the processing of Cordyceps as raw material into finished Chinese medicinal material products or other Cordyceps products that can be consumed by customers. "Hyphae" shall refer to a long, branched filamentous structure in filamentous fungi. It is the structural unit of most fungi, which refers to the description of the state of fungi in the process of spread. "Mycelium" means a large number of hyphae filling with a carrier. ""R.O.C." or "Taiwan" refers to Taiwan, the Republic of China. "Stipe" means the grass body part of Cordyceps. "Stroma" means the caterpillar body part of Cordyceps. Cattle camphor mushroom ii Our business is conducted by Cordyceps Sunshine Taiwan Branch, our operating branch in Taiwan, using NTD, the currency of Taiwan, R.O.C. Our consolidated financial statements are presented in United States dollars. In this annual report, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of NTD to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of

View Full Filing

View this 20-F/A filing on SEC EDGAR