SEC Comment Letter 0000000000-22-013769 to Cordyceps Sunshine Biotech Holdings Co., Ltd. (RAJAF) (CIK 0001885680) (RAJAF)
Cordyceps Sunshine Biotech Holdings Co., Ltd. (RAJAF) (CIK 0001885680)
Date: Dec. 21, 2022 · CIK: 0001885680 · Accession: 0000000000-22-013769
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United States securities and exchange commission logo December 21, 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. 2 to Draft Registration Statement on Form F-1 Submitted December 8, 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. 2 to Draft Registration Statement on Form F-1 Summary of Risk Factors, page 5 1.We note your response to the second bullet of prior comment 4, which we reissue in part. Please further enhance your Summary Risks and Risk Factors by explicitly referencing your auditor's issuance of a going concern opinion.
FirstName LastNameSzu Hao Huang Comapany NameCordyceps Sunshine Biotech Holdings Co., Ltd. December 21, 2022 Page 2 FirstName LastName Szu Hao Huang Cordyceps Sunshine Biotech Holdings Co., Ltd. December 21, 2022 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Six Months Ended June 30, 2022 and 2021, page 45 2.We note that your research and development expenses were material to your total operating expenses for the six month period ended June 30, 2022. Please expand your disclosure to describe the nature of the expenses and to explain the reasons for the significant increase from the prior comparable period. Additionally, with reference to the guidance in ASC 235-10-50, please tell us your consideration of including research and development expenses as a critical accounting policy in the notes to your financial statements. Sales and Marketing, page 55 3.We note your response to prior comment 13. Your disclosure on page 55 now states: "This is a relatively small network since there is not many distributors, dealers, and retail customers in the Cordyceps industry." So that investors may evaluate the extent of the Company's network upon which its sales "heavily depend" relative to the Cordyceps industry more broadly, please revise further to disclose the approximate number each of Cordyceps distributors, dealers, and retail customers in Mainland China. Related Party Transactions, page 74 4.We note your response to prior comment 16, which we reissue. Your response letter advises that you have updated related party information as of June 30, 2022. However, please note: •Your disclosures must provide required related party information up to the date of the prospectus. Refer to Item 7.B of Form 20-F. •Amounts outstanding with respect to related party transactions involving indebtedness must be disclosed as of the latest practicable date. See Item 7.B.2 of Form 20-F. Please tell us why June 30, 2022 is the latest practicable date you reference in your disclosures on page 75 regarding the outstanding loan agreement dated June 27, 2020 with Mr. Xusheng Niu and Mrs. Xiangtao Yao, and the outstanding 2021 and 2022 loans from Mr. Szuhao Huang. 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, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
December 21, 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. 2 to Draft Registration Statement on Form F-1
Submitted December 8, 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. 2 to Draft Registration Statement on Form F-1
Summary of Risk Factors, page 5
1.We note your response to the second bullet of prior comment 4, which we reissue in part.
Please further enhance your Summary Risks and Risk Factors by explicitly referencing
your auditor's issuance of a going concern opinion.
FirstName LastNameSzu Hao Huang
Comapany NameCordyceps Sunshine Biotech Holdings Co., Ltd.
December 21, 2022 Page 2
FirstName LastName
Szu Hao Huang
Cordyceps Sunshine Biotech Holdings Co., Ltd.
December 21, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Six Months Ended June 30, 2022 and 2021, page 45
2.We note that your research and development expenses were material to your total
operating expenses for the six month period ended June 30, 2022. Please expand your
disclosure to describe the nature of the expenses and to explain the reasons for the
significant increase from the prior comparable period. Additionally, with reference to the
guidance in ASC 235-10-50, please tell us your consideration of including research and
development expenses as a critical accounting policy in the notes to your financial
statements.
Sales and Marketing, page 55
3.We note your response to prior comment 13. Your disclosure on page 55 now states:
"This is a relatively small network since there is not many distributors, dealers, and retail
customers in the Cordyceps industry." So that investors may evaluate the extent of the
Company's network upon which its sales "heavily depend" relative to the Cordyceps
industry more broadly, please revise further to disclose the approximate number each of
Cordyceps distributors, dealers, and retail customers in Mainland China.
Related Party Transactions, page 74
4.We note your response to prior comment 16, which we reissue. Your response letter
advises that you have updated related party information as of June 30, 2022. However,
please note:
•Your disclosures must provide required related party information up to the date of the
prospectus. Refer to Item 7.B of Form 20-F.
•Amounts outstanding with respect to related party transactions involving
indebtedness must be disclosed as of the latest practicable date. See Item 7.B.2 of
Form 20-F. Please tell us why June 30, 2022 is the latest practicable date you
reference in your disclosures on page 75 regarding the outstanding loan agreement
dated June 27, 2020 with Mr. Xusheng Niu and Mrs. Xiangtao Yao, and the
outstanding 2021 and 2022 loans from Mr. Szuhao Huang.
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,
Division of Corporation Finance
Office of Life Sciences