UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~November~~March ~~2023~~2024

Commission File Number: 333-269315

~~Cordyceps~~CORDYCEPS ~~Sunshine~~SUNSHINE ~~Biotech~~BIOTECH ~~Holdings~~HOLDINGS CoCO., ~~Ltd~~LTD.

(Translation of registrant’s name into English)

6th Fl., No. 15, Lane 548, Ruiguang Road, Neihu District, Taipei City, Taiwan

Neihu District, Taipei City, Taiwan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form ~~40-F~~40F.

Form 20-F ☒ Form 40-F ☐

~~Entry~~Changes ~~into~~in aCompany’s Certifying ~~Material Definitive Agreement~~Accountant.

~~On September 28, 2023, Cordyceps Sunshine Biotech Holdings Co., Ltd.~~ (the “Company”), entered into a share purchase agreement (the “Agreement”) with Mr. Xusheng Niu (“Mr. Niu”), Cordyceps Sunshine Biotech Co., Ltd. (Hong Kong), a company incorporated under the laws of Hong Kong (the “Target”), and Chengdu Skyherb Biotechnology Co., Ltd. (China), a wholly foreign-owned enterprise formed under the laws of the People’s Republic of China and a wholly-owned subsidiary of the Target. Pursuant to the Agreement, the Company agreed to sell, and Mr. Niu agreed to purchase, 100% equity interest in the Target, in exchange for cancelling the debt (the “Transaction”) in a total amount of $1~~.152,328.5 (RMB8,411,156.95~~) ~~(the~~Previous ~~“Debt”).~~Independent ~~The~~Registered ~~Debt~~Public ~~was~~Accounting resulted from several loan agreements entered into by the Company and Mr. Niu since June 29, 2020. Pursuant to those loan agreement, Mr. Niu borrowed and made payments to fund the Company. Upon the closing of the Transaction, Mr. Niu agreed to release the Company from the obligation to repay the Debt and the Debt shall be deemed paid in full.Firm

~~The~~(i) ~~foregoing~~On ~~description~~March of18, ~~the~~2024, ~~Agreement~~Cordyceps ~~does not~~Sunshine ~~purport~~Biotech toHoldings beCo., ~~complete~~Ltd. ~~and~~(the is“Company”) ~~qualified~~notified in its ~~entirety~~independent byregistered ~~reference~~public toaccounting ~~the~~firm, ~~complete~~KCCW ~~text~~Accountancy ofCorp. ~~the~~its ~~Agreement,~~decision ~~which~~to isdismiss ~~filed~~KCCW Accountancy Corp. as ~~Exhibit 10~~the Company’s auditor.1.

(iii) The ~~following~~decision ~~diagram~~to ~~illustrates~~change the ~~corporate structure~~independent ofregistered ~~the~~public ~~Company~~accounting ~~after~~firm ~~giving~~was ~~effect~~approved toby the ~~Transaction:~~Board of Directors of the Company.

~~The~~(iv) ~~Management’s~~During ~~Discussion~~September ~~and~~28, ~~Analysis of~~2023 ~~Financial~~and ~~Condition~~through ~~and~~March ~~Results~~18, of2024, ~~Operations~~the date of ~~the~~dismissal, ~~Company~~(a) ~~for~~there ~~the~~were ~~nine~~no ~~months~~disagreements ~~ended~~with ~~September~~KCCW ~~30,~~Accountancy ~~2023~~Corp. ~~and~~on ~~2022~~any ~~and~~matter ~~the~~of ~~Unaudited Consolidated~~accounting ~~Financial~~principles ~~Statements~~or ofpractices, ~~the~~financial ~~Company~~statement ~~for~~disclosure, ~~the~~or ~~nine~~auditing ~~months~~scope ~~ended~~or ~~September~~procedure, 30which disagreements, ~~2023~~if ~~and~~not ~~2022~~resolved ~~are~~to ~~attached~~the assatisfaction ~~Exhibit~~of ~~99.1~~KCCW ~~and Exhibit~~Accountancy 99Corp.2, ~~respectively,~~would have caused it to ~~this~~make ~~Report~~reference ofthereto ~~Foreign~~in ~~Private~~its ~~Issuer~~reports on ~~Form~~the 6financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

(v)

On March 18, 2024, the Company provided KCCW Accountancy Corp. with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Report of Foreign Private Issuer on Form 6-K.

(2)

New Independent Registered Public Accounting Firm

On March 18, 2024, the Board of Directors of the Company approved and ratified the appointment of TPS Thayer, LLC as its new independent registered public accounting firm to audit the Company’s financial statements. During the two most recent fiscal years ended December 31, 2023 and 2022 and any subsequent interim periods through the date hereof prior to the engagement of TPS Thayer, LLC, neither the Company, nor someone on its behalf, has consulted TPS Thayer, LLC regarding:

(i)

either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii)

any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Exhibit Index

Exhibit No.		Description
10.1		Share Purchase Agreement, dated September 28, 2023
16.1		Letter from KCCW Accountancy Corp. addressed to the U.S. Securities and Exchange Commission
99.1		Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company
99.2		Unaudited Consolidated Financial Statements of the Company
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 13, 2023	Cordyceps Sunshine Biotech Holdings Co., Ltd.
Date: March 18, 2024	CORDYCEPS SUNSHINE BIOTECH HOLDINGS CO., LTD.
	By:	/s/ Szu Hao Huang
	Name:	Szu Hao Huang
	Title:	Director, Chief Executive Officer, ~~Chief Financial Officer~~
		Chief Financial Officer

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