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
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month
of March 2024
Commission File
Number: 333-269315
CORDYCEPS
SUNSHINE BIOTECH HOLDINGS CO., LTD.
(Translation
of registrant’s name into English)
6th Fl.,
No. 15, Lane 548, Ruiguang Road,
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 40F.
Form 20-F ☒
Form 40-F ☐
Changes in Company’s
Certifying Accountant.
| (1) | Previous Independent Registered Public Accounting Firm |
| (i) | On March 18, 2024, Cordyceps Sunshine Biotech Holdings Co.,
Ltd. (the “Company”) notified its independent registered public accounting firm, KCCW Accountancy Corp. its decision to dismiss
KCCW Accountancy Corp. as the Company’s auditor. |
| (iii) | The decision to change the independent registered public
accounting firm was approved by the Board of Directors of the Company. |
| (iv) | During September 28, 2023 and through March 18, 2024, the
date of dismissal, (a) there were no disagreements with KCCW Accountancy Corp. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KCCW Accountancy Corp.,
would have caused it to make reference thereto in its reports on the financial 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
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: 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 |
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