RAJAF Amends 2023 Results, Highlights Single-Source & Funding Risks

TL;DR

**RAJAF's amended filing screams 'single point of failure' with its customer and supplier concentration, making it a high-risk bet until they diversify and secure funding.**

AI Summary

Cordyceps Sunshine Biotech Holdings Co., Ltd. (RAJAF) filed a 20-F/A on September 23, 2025, to clarify and correct operational results for the fiscal year ended December 31, 2023. The company's business is significantly based on a few products, which currently account for most of its revenues, posing a risk if these products fail. For the fiscal years ended December 31, 2023 and 2022, the company's revenue was derived from one and one major customer, respectively, indicating high customer concentration risk. Similarly, RAJAF relied on a single major supplier for raw materials in both 2023 and 2022, creating supply chain vulnerability. The company faces substantial additional funding requirements to continue as a going concern, with no assurance of future financing availability. RAJAF is also exposed to risks related to doing business in Taiwan and China, including export regulations, foreign currency fluctuations, and potential government intervention in China. As of December 31, 2023, the company had 111,120,000 Ordinary Shares issued and outstanding.

Why It Matters

This 20-F/A filing from Cordyceps Sunshine Biotech Holdings Co., Ltd. is crucial for investors as it clarifies past operational results while underscoring significant business risks. The heavy reliance on a single major customer and a single major supplier for raw materials in both 2023 and 2022 exposes RAJAF to substantial revenue and supply chain volatility, making it highly susceptible to competitive pressures or supplier disruptions. Furthermore, the explicit mention of requiring 'substantial additional funding' to continue as a going concern signals potential dilution for existing shareholders or even solvency issues if financing isn't secured. Employees and customers could face instability if these funding or operational risks materialize, impacting job security or product availability in the niche Cordyceps and Antrodia Cinnamomum market.

Risk Assessment

Risk Level: high — The risk level is high due to several factors explicitly stated in the filing. The company's revenue for both fiscal years ended December 31, 2023, and 2022, was from 'one and one major customer, respectively,' indicating extreme customer concentration. Additionally, RAJAF had 'only one major supplier' for raw materials in both 2023 and 2022, creating a critical supply chain vulnerability. The filing also states, 'We may require substantial additional funding in the future for our ability to continue as a going concern,' highlighting significant financial instability.

Analyst Insight

Investors should exercise extreme caution and consider avoiding RAJAF until the company demonstrates significant diversification of its customer base and supplier network. Await further disclosures regarding successful capital raises and a clear strategy to mitigate its 'going concern' risk before considering any investment.

Key Numbers

• 111,120,000 — Ordinary Shares issued and outstanding (As of December 31, 2023)
• 2023 — Fiscal year end (Period for which operational results were clarified and corrected)
• 2022 — Fiscal year end (Period for which operational results were clarified and corrected)
• 2 — Amendment number (This is Amendment No. 2 to the Form 20-F)
• 1 — Number of major customers (For fiscal years ended December 31, 2023 and 2022, respectively)
• 1 — Number of major suppliers (For fiscal years ended December 31, 2023 and 2022, respectively)

Key Players & Entities

• Cordyceps Sunshine Biotech Holdings Co., Ltd. (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• Szu Hao Huang (person) — Company Contact Person
• Taiwan (company) — Jurisdiction of incorporation or organization
• Hong Kong (company) — Export market for dietary supplements
• mainland China (company) — Export market for dietary supplements
• Cyberspace Administration of China (CAC) (regulator) — Potential oversight body in China
• China Securities Regulatory Commission (regulator) — Potential regulatory approval body in China
• Sarbanes-Oxley Act of 2002 (regulator) — Act requiring CEO/CFO certifications

FAQ

Risk Factors

• High Product Concentration [high — operational]: The company's revenue is significantly dependent on a few products. If these core products experience a decline in demand or face market challenges, it could severely impact the company's financial performance.
• Customer Concentration Risk [high — operational]: For fiscal years 2023 and 2022, the company relied on a single major customer for its revenue. This extreme customer concentration poses a substantial risk, as the loss of this customer could lead to a significant drop in sales.
• Supplier Concentration Risk [high — operational]: The company's operations are vulnerable due to reliance on a single major supplier for raw materials in both 2023 and 2022. Any disruption in this supply chain, such as the supplier's inability to meet demand or a change in terms, could halt production.
• Substantial Funding Requirements [high — financial]: Cordyceps Sunshine Biotech Holdings Co., Ltd. requires substantial additional funding to continue as a going concern. There is no assurance that the company will be able to secure the necessary financing, putting its future operations at risk.
• Risks of Doing Business in Taiwan and China [medium — regulatory]: The company faces risks associated with its operations in Taiwan and China, including export regulations, foreign currency fluctuations (NTD to USD), and potential government intervention in China, which could adversely affect its business and financial results.

Industry Context

Cordyceps Sunshine Biotech Holdings Co., Ltd. operates in the biotechnology and medicinal mushroom sector, focusing on products derived from Cordyceps and Cattle camphor mushroom. This industry is characterized by a growing demand for natural health products and traditional Chinese medicine ingredients. However, it also faces challenges related to cultivation, quality control, and regulatory approvals for health claims.

Regulatory Implications

The company's operations in Taiwan and China expose it to varying regulatory environments, including export controls and potential government interventions. Fluctuations in the New Taiwan Dollar (NTD) against the US Dollar also present currency risks that need careful management.

What Investors Should Do

1. Monitor future filings closely for any further corrections or clarifications regarding operational and financial data.
2. Assess the company's ability to diversify its customer base and supplier relationships to mitigate concentration risks.
3. Evaluate the company's progress in securing necessary funding to address its going concern status.
4. Understand the specific regulatory landscape in Taiwan and China and its potential impact on the company's export activities and profitability.

Key Dates

• 2025-09-23: Filing of Form 20-F/A (Amendment No. 2) — This filing serves to clarify and correct operational results for the fiscal year ended December 31, 2023, indicating potential inaccuracies in previous disclosures and highlighting the need for investor vigilance.
• 2023-12-31: Fiscal Year End — The period for which operational results were clarified and corrected in the 20-F/A filing, crucial for understanding the company's financial standing and performance.
• 2022-12-31: Fiscal Year End — The prior fiscal year end, also subject to clarification and correction in the 20-F/A filing, providing a comparative basis for assessing operational trends and risks.

Glossary

Cattle camphor mushroom

Also known as Antrodia Cinnamomum or Taiwanofungus, a species of fungus indigenous to Taiwan that grows on the aromatic tree Cinnamomum kanehirae. (This is a key product for the company, forming the basis of its business operations and revenue.)

Cordyceps

A fungus that lives on certain caterpillars, typically consisting of a stipe (stem) and stroma (caterpillar body part). (Another core product category for the company, with potential for deep processing into medicinal products.)

Cordycepin

A compound extracted from Cordyceps. (Represents a specific, potentially high-value component derived from the company's core raw materials.)

Deep processing

The process of transforming Cordyceps raw material into finished Chinese medicinal material products or other consumer-ready Cordyceps products. (Indicates the company's strategy to add value to its raw materials and expand its product offerings.)

Hyphae

Long, branched filamentous structures that are the structural unit of most fungi, representing their growth and spread. (A fundamental biological component of the fungi the company cultivates and processes.)

Mycelium

A mass of hyphae filling a carrier, representing the vegetative part of a fungus. (Relevant to the cultivation and growth stages of the company's fungal products.)

Stipe

The grass body part of Cordyceps. (A specific component of the Cordyceps fungus that may be utilized in the company's products.)

Stroma

The caterpillar body part of Cordyceps. (Another specific component of the Cordyceps fungus that may be utilized in the company's products.)

Year-Over-Year Comparison

This 20-F/A filing is an amendment to a previous filing, specifically Amendment No. 2, indicating a need to clarify and correct operational results for the fiscal year ended December 31, 2023. The primary focus of this amendment is to rectify past disclosures rather than present new comparative financial data. Key risks highlighted, such as customer and supplier concentration, product dependency, and funding requirements, appear to persist and are central to the company's current disclosure.

Filing Documents

• ea0254870-20fa2_cordyceps.htm (20-F/A) — 1590KB
• ea025487001ex12-1_cordyceps.htm (EX-12.1) — 10KB
• ea025487001ex12-2_cordyceps.htm (EX-12.2) — 10KB
• ea025487001ex13-1_cordyceps.htm (EX-13.1) — 3KB
• ea025487001ex13-2_cordyceps.htm (EX-13.2) — 3KB
• ea025487001ex23-1_cordyceps.htm (EX-23.1) — 3KB
• ea025487001ex23-2_cordyceps.htm (EX-23.2) — 3KB
• image_001.jpg (GRAPHIC) — 53KB
• image_002.jpg (GRAPHIC) — 103KB
• image_003.jpg (GRAPHIC) — 31KB
• image_004.jpg (GRAPHIC) — 30KB
• image_005.jpg (GRAPHIC) — 18KB
• image_006.jpg (GRAPHIC) — 20KB
• image_007.jpg (GRAPHIC) — 23KB
• image_008.jpg (GRAPHIC) — 33KB
• image_009.jpg (GRAPHIC) — 36KB
• image_010.jpg (GRAPHIC) — 87KB
• image_011.jpg (GRAPHIC) — 72KB
• image_012.jpg (GRAPHIC) — 33KB
• image_013.jpg (GRAPHIC) — 3KB
• image_014.jpg (GRAPHIC) — 3KB
• fin_001.jpg (GRAPHIC) — 31KB
• fin_002.jpg (GRAPHIC) — 31KB
• fin_003.jpg (GRAPHIC) — 27KB
• ex23-2_001.jpg (GRAPHIC) — 3KB
• ex23-2_002.jpg (GRAPHIC) — 36KB
• 0001213900-25-090714.txt ( ) — 9662KB
• rajaf-20231231.xsd (EX-101.SCH) — 49KB
• rajaf-20231231_cal.xml (EX-101.CAL) — 75KB
• rajaf-20231231_def.xml (EX-101.DEF) — 271KB
• rajaf-20231231_lab.xml (EX-101.LAB) — 445KB
• rajaf-20231231_pre.xml (EX-101.PRE) — 293KB
• ea0254870-20fa2_cordyceps_htm.xml (XML) — 1331KB

Item

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. 2 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 (the "SEC") on July 5, 2024 (the "Form 20-F"), is to clarify and correct a few operation results for the year ended December 31, 2023. Except for the description above, no other changes have been made to the Form 20-F. This Amendment No. 2 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. Accordingly, this Amendment No. 2 should be read in conjunction with the original Form 20-F and the subsequent Amendment No. 1 to the Form 20-F filed with the SEC on October 28, 2024. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), this Amendment No. 2 also includes as exhibits the certifications of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Table of Contents Page PART I 1 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 St

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 61 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 62 PART II 63 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 67 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 ou

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable for annual reports on Form 20-F.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable for annual reports on Form 20-F.

Key Information

Item 3. Key Information 3.A. [Reserved] 3.B. Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 3.C. Reasons for the Offer and Use of Proceeds Not applicable for annual reports on Form 20-F. 3.D. Risk Factors Risk Factor Summary Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Relating to Doing Business in Taiwan Risks and uncertainties record to doing business in Taiwan, beginning on page 4 of this annual report, include but are not limited to the following: We are subject to export regulations in Taiwan, and any adverse regulatory action may materially adversely affect our financial condition and business operations. Instability in international markets, or foreign currency fluctuations could adversely affect our results of operations. We depend on single-source suppliers for some of the products we sell. Laws and regulations that could affect the business in which we operate may be enacted, which could result in a delay or cessation of our marketing and sales activities, or the imposition of additional costs that could hinder our ability to achieve and maintain profitable operations. Because we sell and distribute all of our products outside of the U.S., the Company is subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect the Company's revenue and cost of doing business in Taiwan. 1 Risks Relating to Doing Business in China Risks and uncertainties record to doing business in China, beginning on page 5 of this annual report, include but are not limited to the following: There are significant legal and other obstacles to ob

View Full Filing

View this 20-F/A filing on SEC EDGAR