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                              October 19, 2022

       Szu Hao Huang
       Chief Executive Officer and Chief Financial Officer
       Cordyceps Sunshine Biotech Holdings Co., Ltd.
       6th Fl., No. 15, Lane 548, Ruiguang Road
       Neihu District
       Taipei City, Taiwan

                                                        Re: Cordyceps Sunshine
Biotech Holdings Co., Ltd.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
20, 2022
                                                            CIK No. 0001885680

       Dear Szu Hao Huang:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Registration Statement on Form F-1

       Our Product, page 2

   1.                                                   Please revise this
section to explain briefly the difference between    artificial    Cordyceps
                                                        and    wild
Cordyceps as well as    traditional breeding    versus    scientific breeding.

                                                        Clarify, if true, that
you produce and sell artificial Cordyceps and identify the breeding
                                                        method(s) you employ.
   2.                                                   With reference to prior
comment 5, we note the statement that Cordyceps is valued for its
                                                        effect in restoring
energy, promoting longevity, and improving quality of life. In your
 Szu Hao Huang
FirstName
Cordyceps LastNameSzu   HaoHoldings
                             Huang Co., Ltd.
           Sunshine Biotech
Comapany
October 19,NameCordyceps
            2022           Sunshine Biotech Holdings Co., Ltd.
October
Page 2 19, 2022 Page 2
FirstName LastName
         response, please tell us whether there are scientific studies
supporting the belief that
         Cordyceps has a positive effect in restoring energy, promoting
longevity, and/or
         improving quality of life. If you are not aware of any such studies,
then please revise the
         second paragraph on page 3 to clarify this point.
Sales and Marketing, page 3

3.       We note your response to prior comment 12. With reference to your
disclosures on pages
         42-43, 50, and F-15, please further revise your disclosure here to
state what portion of
         FY2021 revenues derived from sales to related parties as you have for
FY2020.
Our Challenges, page 4

4.       We note you have added disclosure under the caption "Our Challenges"
in response to
         prior comment 6, which we reissue in part.
             Please revise the second bullet in this section to disclose the
Company's recurring
             history of losses in both FY2020 and FY2021 rather than only for
the past fiscal year.
             Revise your Summary Risks and Risk Factors to highlight the
auditor's explanatory
             paragraph regarding your ability to continue as a going concern
and describe the
             material risks associated with the going concern opinion. Describe
the Company's
             plans to satisfy its cash requirements for the next 12 months, at
least in part, through
             additional borrowings from related parties or companies affiliated
with related parties
             as you have on page 30. Disclose the potential consequences to
your business if you
             are unable to raise additional financing.
5.       The fifth bullet in this section states that your operations are
currently subject to one major
         supplier who provides you with the raw materials for your products. We
contrast this with
         risk factor disclsoure on pages 5 and 27 which indicates that there
were three major
         suppliers that supplied the raw materials for your products for
FY2021, and disclsoure on
         page 51 which states that your operations are currently subject to "a
few" major
         suppliers. Please reconcile your disclosures regarding your major
suppliers throughout as
         appropriate, and for each time period identify how many of your major
suppliers are or
         were related parties.
Risk Factors
We had three major suppliers who supplied us the raw materials for our
products..., page 27

6.       We note your revisions to this risk factor in response to prior
comment 16. We have the
         following additional comment:
             Please further revise to describe how supply is determined with
your related party
              supplier, as requested in prior comment 16.
             Clarify whether related party Chengdu Zhonghe was one of the three
major suppliers
              in FY2021. If any other major supplier is a related party, please
so state.
             Revise to clarify whether the Company does or does not have
long-term supply
              contracts with any of its major suppliers, and if so, file any
material supply contracts
 Szu Hao Huang
Cordyceps Sunshine Biotech Holdings Co., Ltd.
October 19, 2022
Page 3
              pursuant to Item 601(b)(10) of Regulation S-K. If Chengdu Zhonghe
is the only
              supplier with which you do not have a long-term contract, please
revise to
              specify that this entity is "the supplier who does not have
long-term contracts."
We will incur increased costs as a result of being a public company..., page 29

7.       You state as follows on page 29: "We are a public company and incur
significant legal,
         accounting and other expenses that we do not incur as a private
company." Please revise
         this sentence to reflect the Company's current status and to be
consistent with other
         disclosures. We refer you to disclosure such as that on page 32
indicating that of the date
         of this prospectus there is no public trading market for your ordinary
shares and that you
         plan to apply for listing of your ordinary shares on an exchange after
the effectiveness of
         this registration statement.
The Company's ordinary shares represent equity interests and are subordinate to
future
indebtedness, page 31

8.       Please advise as to why this risk factor caption and narrative
disclosure states that the
         Company's ordinary shares are subordinate in right of payment only to
future indebtedness
         of the Company and not also to its existing indebtedness.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 40

9.       We note your revised disclosure in response to prior comment 26.
Please provide a Rule
         436 consent for the statement that you attribute to Professor Quansen
Li, whom you
         identify as an expert in Cordyceps research.
10.      We note your response to prior comment 27. Please further revise your
Business section
         overview as follows:
             State the approximate percentage of your Cordyceps products
cultivated using
             traditional breeding versus scientific breeding.
             Clarify whether you achieved a reduction in diseases and pests and
reduced labor
             costs through use of using your breeding equipment, and quantify
or otherwise
             explain how significant these reductions were.
             Provide context for your description of the "good properties" of
Cordyceps on page
             41 by explaining briefly why the properties you list are
desirable.
11.    Remove the reference to the Company's "safe" Cordyceps products on page
41, and to
       "safe" metal content on page 42, as your disclsoure states that your
Cordyceps products
       have not been assessed or approved by any regulatory body for safety or
efficacy.
FirstName LastNameSzu Hao Huang
       Additionally, please remove the reference page 41 to Cordyceps "health
benefits," or
Comapany    NameCordyceps
       alternatively,         Sunshine
                      qualify such      Biotech
                                   reference    Holdings
                                             as you       Co.,
                                                    have in theLtd.
                                                                section
captioned "High-end niche
Octoberproducts"
         19, 2022on   page
                   Page  3 50.
FirstName LastName
 Szu Hao Huang
FirstName
Cordyceps LastNameSzu   HaoHoldings
                             Huang Co., Ltd.
           Sunshine Biotech
Comapany
October 19,NameCordyceps
            2022           Sunshine Biotech Holdings Co., Ltd.
October
Page 4 19, 2022 Page 4
FirstName LastName
Our Research and Breeding Center, page 49

12.      Your disclosure notes that your breeding center "has the capacity to
cultivate 4.5 million
         Cordyceps larvae per year currently." Please revise to disclose how
much of this
         cultivation capacity has been utilized in FY2022 and FY2021.
Sales and Marketing, page 49

13.      We note your response to prior comment 33, as well as your disclosure
on pages 3, 44, 49
         and 51 that your product sales "mainly" and "heavily depend" on
connections with
         Cordyceps distributors. We also note disclosure on page F-19 stating
that the Company
         has a concentration risk related to its customers and suppliers. As
such, please further
         revise your discussion of your relationships with distributors and
customers as follows:
             Describe the nature and extent of the "relatively small network"
of Cordyceps
              distributors, dealers, and retail customers in Mainland China
upon which your sales
              depend. Describe the status of your current distribution network,
including your
              "connections" with Cordyceps distributors and retail customers.
To help investors
              better understand how you distribute your Cordyceps products
through the
              distribution network, explain in greater detail how you conduct
sales to customers in
              each channel, noting material differences in sales and marketing
with respect to
              distributors versus retail customers.
             Revise your Sales and Marketing disclosures on page 3 to
highlight, as you have on
              page 50, that your current sales and distribution arrangements,
including payment
              terms, are determined on a case-by-case basis.
             You state on page 43 that "most of" your net revenues in FY2020
and
              FY2021 derived from third party customers. With additional
reference to pages 53
              and F-19, revise your risk factor disclosure on page 27 to
identify and disclose the
              extent to which any major customers have been or are a related
party. Discuss how
              pricing and supply with related party customers is determined and
how disputes are
              resolved.
Intellectual Properties
Patents, page 54

14.      We note your response to prior comment 34. Please revise the
disclosure on page 55 to
         identify the "Cultivation and Preservation Device For Fungus" that you
reference. In this
         regard, it is not clear whether you discuss this device on page 48.
Absent support, please
         revise your reference to "the anti-cancer effect."
Management, page 64

15.      We note your response to prior comment 35. Please revise the
disclosure on page 64
         pertaining to your new director, Mr. Liu, to clearly indicate his
business experience for the
         past five years, as required by Item 401(e) of Regulation S-K. In this
regard, we note that
         the description of his principal occupations and employment are not
disclosed beyond July
 Szu Hao Huang
FirstName
Cordyceps LastNameSzu   HaoHoldings
                             Huang Co., Ltd.
           Sunshine Biotech
Comapany
October 19,NameCordyceps
            2022           Sunshine Biotech Holdings Co., Ltd.
October
Page 5 19, 2022 Page 5
FirstName LastName
         2017.
Related Party Transactions, page 68

16.      We note your response to prior comment 37, which we reissue in part.
Please address the
         following:
             Revise your disclosures to provide required related party
information up to the date of
              the prospectus. Refer to Item 7.B of Form 20-F. In this regard,
we note that you
              appear to only disclose related party transactions through the
year ended December
              31, 2021.
             With respect to related party transactions involving indebtedness,
revise to disclose
              amounts outstanding as of the latest practicable date. See Item
7.B.2 of Form 20-F.
              In this regard, we note your disclosure on page 69 that the
Company entered a loan
              agreement on June 27, 2020 that bears annual interest of 5%, yet
you provide the
              amount of the outstanding loan balance as of December 31, 2020.
17.      Your balance sheet and disclosure on page 68 indicate that you have a
$146,040 loan
         receivable owed to you by your Chief Executive Officer, Mr. Szuhao
Huang. With
         reference to Section 402 of the Sarbanes-Oxley Act of 2002, please
tell us whether you
         plan to settle this obligation prior to publicly filing a Form F-1
with the Commission.
18.      We note your response to prior comment 38, which we reissue in part.
On page 69, you
         disclose that the Company advanced working capital to its CEO, Mr.
Szuhao Huang, and
         Gasar Biotechnology, a company which he appears to manage and control,
"to work on
         the Company's projects." Please revise to better clarify the business
purpose for the
         capital advances, including the nature of the "Company projects" such
advances were
         intended to cover.
19.      On page 68, you disclose that on June 15, 2020 the Company purchased
certain fixed
         assets and inventory from related party Chengdu Zhonghe in the amount
of $1,574,603
         (RMB 10,280,000). Please file, or confirm you have already filed, all
purchase agreements
         or other agreements with Chengdu Zhonghe reflecting these purchases
from the related
         party pursuant to Item 601(b)(10) of Regulation S-K.
20.      We note your disclosure that the Company sold Cordyceps of $182,775
and $43,458 to
         related party Chengdu Zangqingyuan Herb Co., Ltd. in 2021 and 2020,
respectively, and
         that accounts receivable related to such customer totaled $133,909 as
of December 31,
         2021. Please revise to explain briefly how you are related to Chengdu
Zangqingyuan
         Herb Co., Ltd. and indicate whether these sales reflected prevailing
market prices.
Financial Statements
Independent Auditor's Report, page F-2

21.      We note you changed your auditor from JLKZ CPA LLP to Keith K Zhen
CPA. Please
         amend your filing to provide the disclosures required by Item 16F of
Form 20-F, as
         applicable.
 Szu Hao Huang
Cordyceps Sunshine Biotech Holdings Co., Ltd.
October 19, 2022
Page 6

       You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other
questions.



                                                          Sincerely,
FirstName LastNameSzu Hao Huang
                                                    Division of Corporation
Finance
Comapany NameCordyceps Sunshine Biotech Holdings Co., Ltd.
                                                    Office of Life Sciences
October 19, 2022 Page 6
cc:       Yarona Yieh
FirstName LastName