September 4, 2024

Szu Hao Huang
Chief Executive 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.
           Form 20-F for Fiscal Year Ended December 31, 2023
           File No. 333-269315
Dear Szu Hao Huang:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2023
General

1.     We note your disclosure that you spun off your then-subsidiaries
Cordyceps Sunshine HK
       and Chengdu Skyherb as a result of a share purchase agreement in
September 2023, that
       your current corporate structure consists of Cordyceps Sunshine Cayman,
and its
       subsidiaries Cordyceps Sunshine Taiwan Branch and Taiwanofungus HK, and
       that Taiwanofungus HK currently does not actively engage in any
business. We also note
       your disclosure on page 16 that your marketing channels include physical
chain stores and
       collaborations with major retail brands in Hong Kong and partnerships
with large retail
       channels in China, and on page 18 that your sales "heavily depend" on
your connections
       with Cordyceps distributors and retail customers in Mainland China. To
the extent you do
       not conduct the majority of your operations in China, please provide us
your analysis
       supporting this. To the extent you conduct the majority of your
operations in China,
       please provide proposed disclosures regarding the legal and operational
risks associated
       with China-based companies. For additional guidance, please see the
Division of
       Corporation Finance's Sample Letter to China-Based Companies issued by
the Staff in
 September 4, 2024
Page 2

       December 2021 and the Sample Letter to Companies Regarding
China-Specific
       Disclosures issued by the Staff in July 2023. In this regard, we note
your Amendment No.
       2 to the Registration Statement on Form F-1, filed March 20, 2023,
appears to address
       many of the issues identified in the December 2021 letter.
Operating and Financial Review and Prospects
Operating Results, page 34

2.     We note your disclosure stating that, for the year ended December 31,
2023, your third
       party revenue and related party revenue of $760,722 and $121,811,
respectively, was
       comprised of cordyceps products and Cattle mushroom products.
Additionally, you
       disclose that you sold cordyceps products and Cattle camphor mushroom
products to
       Gasar Biotechnology Co., Ltd, a related party, in the amounts of
$121,811, $53,304 and
       $0 for the years ended December 31, 2023, 2022, and 2021, respectively.
However, you
       disclose in Note 4, on page F-16, that, on September 28, 2023, you sold
Cordyceps
       Sunshine Biotech Co., Ltd. (Hong Kong), containing your cordyceps
business, and
       reported it as discontinued operations in your financial statements.
Therefore,
       the discussion of your discontinued operations should be separated from
your discussion
       of continuing operations in operating and financial review and prospects
for all periods
       presented. Please revise your disclosure as necessary.

3.     Please expand your disclosure of Cattle mushroom product sales from
third parties and
       related parties to quantify and discuss the types of products sold
during the fiscal years
       ended December 31, 2023 and December 31, 2022.
4.     Please expand your disclosure to discuss the reasons for the decrease in
research and
       development expenses of $118,444 from the fiscal year ended December 31,
2022 to the
       fiscal year ended December 31, 2023.
Factors Affecting Our Results of Operations, page 35

5.     We note your disclosure stating that as a result of the COVID-19
outbreak in December
       2019 and continuing through 2020, 2021 and 2022, the Company   s
businesses, results of
       operations, financial position and cash flows were adversely affected in
2022 with
       potential continuing impacts on subsequent periods, including but not
limited to the
       material adverse impact on the Company   s revenues as result of the
suspension of
       operations and decline in demand by the Company   s customers. Please
expand your
       disclosure to quantify any material impact of the COVID-19 outbreak on
your revenues
       for the years presented.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please 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 Jimmy McNamara at 202-551-7349 or Joshua Gorsky at 202-551-7836 with
any other
questions.
 September 4, 2024
Page 3



                    Sincerely,

                    Division of Corporation Finance
                    Office of Life Sciences