{"url_path":"/sec/rajaf/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","accession_number":"0001213900-26-057774","cik":"0001885680","ticker":"RAJAF","issuer_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","primary_entity_key":"0001885680","primary_entity_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd."},"word_count":6625,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n**A. History and Development of the Company**\n\n \n\n**Corporate History and Corporate Structure**\n\n \n\nCordyceps Sunshine Biotech Holdings Co., Ltd.\n(“Cordyceps Sunshine Cayman”) was incorporated on May 4, 2020 under the laws of the Cayman Islands. On June 5, 2020, Cordyceps\nSunshine Cayman established a wholly owned subsidiary, Cordyceps Sunshine Biotech Co., Ltd (“Cordyceps Sunshine HK”) in Hong\nKong. On June 5, 2020, Cordyceps Sunshine HK established a wholly owned subsidiary, Chengdu Skyherb Biotechnology Co., Ltd (“Chengdu\nSkyherb” or “Cordyceps Sunshine WFOE”) in the People’s Republic of China. On November 3, 2021, Cordyceps Sunshine\nCayman established a branch (“Cordyceps Sunshine Taiwan Branch”) in Taiwan, Republic of China. The Company specialize in cultivating\nand sales of Cattle camphor mushroom. Taiwanofungus Biotech Co. Ltd. was incorporated on August 17, 2023 under the laws of Hong Kong and\nis currently not actively engaging in any business.\n\n \n\n**September Transaction**\n\n \n\nOn September 28, 2023, the Company entered into a share purchase agreement\n(the “Agreement”) with Mr. Xusheng Niu (“Mr. Niu”), Cordyceps Sunshine HK, and Chengdu Skyherb, a wholly-owned\nsubsidiary of Cordyceps Sunshine HK. Pursuant to the Agreement, the Company agreed to sell, and Mr. Niu agreed to purchase, 100% equity\ninterest in the Cordyceps Sunshine HK, in exchange for cancelling the debt (the “Transaction”) in a total amount of $1,152,328.50\n(RMB8,411,156.95) (the “Debt”). The Debt resulted from several loan agreements entered into by the Company and Mr. Niu since\nJune 29, 2020. Pursuant to those loan agreements, Mr. Niu borrowed and made payments to fund the Company. Upon the closing of the Transaction,\nMr. Niu agreed to release the Company from the obligation to repay the Debt, which shall be deemed paid in full.\n\n \n\nAs a result of the September Transaction, the\nCompany spin off its then subsidiaries, Cordyceps Sunshine HK and Chengdu Skyherb. The following diagram illustrates our current corporate\nstructure:\n\n \n\n \n\nIncorporated on May 4, 2020, Cordyceps Sunshine\nCayman is an exempted company incorporated under the laws of the Cayman Islands with limited liability. Under our Memorandum and Article\nof Association, we are authorized to issue 500,000,000 ordinary shares of a single class, par value $0.0001 per ordinary share. In August\n2021, we sold through a Regulation S offering a total of 11,120,000 ordinary shares to 65 shareholders, at a price of $0.02 per share\nfor an aggregate purchase price of $222,400. Cordyceps Sunshine Cayman is currently not engaging in any active business and merely acting\nas a holding company.\n\n \n\nCordyceps Sunshine Biotech Holdings Co., Ltd.\nTaiwan Branch (“Cordyceps Sunshine Taiwan”) was incorporated on November 3, 2021, under the laws of Taiwan, with 100% of the\nequity interest held by Cordyceps Sunshine Cayman.\n\n \n\n10\n\n \n\n \n\n**Corporate Information**\n\n \n\nOur principal executive office is located at 6th\nFl., No. 15, Lane 548, Ruiguang Road, Neihu District, Taipei City, Taiwan, and our phone number is +886-2-27489091. We maintain a corporate\nwebsite at https://www.cskasaer.com/. The information contained in, or accessible from, our website or any other website does not constitute\na part of this annual report.\n\n \n\n**B. Business Overview**\n\n \n\nCordyceps Sunshine Biotech Holdings Co., Ltd.\n(“Cordyceps Sunshine Cayman”) was incorporated on May 4, 2020 under the laws of the Cayman Islands. On June 5, 2020, Cordyceps\nSunshine Cayman established a wholly owned subsidiary, Cordyceps Sunshine Biotech Co., Ltd (“Cordyceps Sunshine HK”) in Hong\nKong. On June 5, 2020, Cordyceps Sunshine HK established a wholly owned subsidiary, Chengdu Skyherb Biotechnology Co., Ltd (“Chengdu\nSkyherb” or “Cordyceps Sunshine WFOE”) in the People’s Republic of China. On November 3, 2021, Cordyceps Sunshine\nCayman established a branch (“Cordyceps Sunshine Taiwan Branch”) in Taiwan, Republic of China. Taiwanofungus Biotech Co. Ltd.\nwas incorporated on August 17, 2023 under the laws of Hong Kong and is currently not actively engaging in any business.\n\n \n\nOn September 28, 2023, the Company entered into\na share purchase agreement (the “Agreement”) with Mr. Xusheng Niu (“Mr. Niu”), Cordyceps Sunshine HK, and Chengdu\nSkyherb, a wholly-owned subsidiary of Cordyceps Sunshine HK. Pursuant to the Agreement, the\nCompany agreed to sell, and Mr. Niu agreed to purchase, 100% equity interest in the Cordyceps Sunshine HK. As a result of the September\nTransaction, the Company spin off its then subsidiaries, Cordyceps Sunshine HK and Chengdu Skyherb, and thus the Cordyceps business has\nbeen ceased.\n\n \n\nThe Company specializes in cultivating Chinese\nrare medicinal herb, Cattle camphor mushroom raw material and sell of its finished products.\n\n \n\nCattle camphor mushroom,\nalso known as Antrodia Cinnamomum or Taiwanofungus, is referred to as Taiwanofungus on product packaging for easier\nrecognition.\n\n \n\nFor the year ended December 31, 2025, we generated\nrevenue of $1,245,348 entirely from the sale of Cattle camphor mushroom products.\n\n \n\n**Current Product Line**\n\n \n\nTaiwanofungus Oral Pill\n\n \n\n \n\nTaiwanofungus Oral pill is a pill-form dietary\nsupplement. The pill’s primary ingredient is an extract from the fruiting body of Taiwanofungus, known as Antcins. Taiwanofungus\nOral Pill is designed to potentially enhance the energy levels of those who consume them.\n\n \n\n11\n\n \n\n \n\nTaiwanofungus Oral Pill has not been approved\nfor sale as a drug or food in Taiwan or elsewhere but has passed the Taiwan Standard Global Services testing with respect to certain harmful\nparticles. Taiwanofungus Oral Pills is proven to be safe because it has shown that it does not cause any side effects or negative effects\ndue to its long-term use, is not inclined to trigger addiction, form habits or cause allergic reactions, or cause rejections by the consumer’s\norgans.\n\n \n\nTaiwanofungus Oral Pills is administered by taking\n3-5 pills orally daily underneath the tongue for 3-5 minutes allowing the saliva to dissolve the pills. It is recommended to take it on\nan empty stomach for better absorption. Taiwanofungus should be taken at least one hour apart from both Chinese and Western medicine.\nAlso, it is advised not to consume Taiwanofungus within 30 minutes after drinking tea to avoid reducing its effectiveness.\n\n \n\nTaiwanofungus Double A Oral shot\n\n \n\n \n\nTaiwanofungus Double A Oral shot is a liquid form\ndietary supplement. The key ingredients of the drink include extracts from Taiwanofungus fruiting bodies and Indian gooseberries. Taiwanofungus\nDouble A Oral shots may boost energy level of its consumers.\n\n \n\nTaiwanofungus Double A Oral shot has not been\napproved for sale as a drug or food in Taiwan or elsewhere but has passed the Taiwan Standard Global Services testing with respect to\ncertain harmful particles. Taiwanofungus Double A Oral shot is proven to be safe because it has shown that it does not cause any side\neffects or negative effects due to its long-term use, is not inclined to trigger addiction, form habits or cause allergic reactions, or\ncause rejections by the consumer’s organs.\n\n \n\nTaiwanofungus Double A Oral shot is administered\nby taking 1 bottle orally daily. It is recommended to take it on an empty stomach for better absorption. Taiwanofungus should be taken\nat least one hour apart from both Chinese and Western medicine. Also, it is advised not to consume Taiwanofungus within 30 minutes after\ndrinking tea to avoid reducing its effectiveness.\n\n \n\nTAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot\n\n \n\n \n\nTAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot\nis a liquid form dietary supplement. The key ingredients of the drink include extract of Taiwanofungus fruiting body and Red Sage Tanshinone.\nTAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot may boost energy level of its consumers.\n\n \n\n12\n\n \n\n \n\nTAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot\nhas not been approved for sale as a drug or food in Taiwan or elsewhere but has passed the Taiwan Standard Global Services testing with\nrespect to certain harmful particles. TAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot is proven to be safe because it has shown that it\ndoes not cause any side effects or negative effects due to its long-term use, is not inclined to trigger addiction, form habits or cause\nallergic reactions, or cause rejections by the consumer’s organs.\n\n \n\nTAIWANOFUNGUS x SALVIA MILTIORRHIZA ORAL Shot\nis administered by taking 1 bottle orally daily. It is recommended to take it on an empty stomach for better absorption. Taiwanofungus\nshould be taken at least one hour apart from both Chinese and Western medicine. Also, it is advised not to consume Taiwanofungus within\n30 minutes after drinking tea to avoid reducing its effectiveness.\n\n \n\nCollagen Max Drink\n\n \n\n \n\nCollagen Max Drink is a liquid form dietary supplement. The key ingredients\ninclude 5000mg of collagen, 80mg of Sodium hyaluronate, 25mg of Proteoglycan, 18mg of Ceramide, and 100mg of Taiwanofungus extract. Collagen\nMax Drink may boost energy level of its consumers. Collagen Max Drink has not been proven to be used as a drug to treat any diseases.\n\n \n\nCollagen Max Drink is administered by taking 1\npacket orally daily.\n\n \n\nCollagen Max Drink is proven to be safe because\nit has shown that it does not cause any side effects or negative effects due to its long-term use, is not inclined to trigger addiction,\nform habits or cause allergic reactions, or cause rejections by the consumer’s organs.\n\n \n\nBarbie Coco\n\n \n\n \n\nBarbie Coco is a chocolate product crafted with\nkey ingredients such as Taiwanofungus fruiting body extract, monk fruit extract, and Chocamine® cocoa powder. Its sweetness is derived\nfrom Mogroside V, which provides sweetness and has been identified as an excellent alternative to sugar, making it a suitable choice for\nindividuals with dietary restrictions, such as those managing diabetes.\n\n \n\nCattle camphor mushroom is the fungus that grows\non the Cinnamomum kanehirae trees. It is a unique and precious medicinal mushroom found only in Taiwan, has a culinary history in Taiwanese\nculture spanning over a century.\n\n \n\nIn 2002, the Taiwanese government launched the\n“Two Trillion and Twin Star Development Program,” aimed at injecting funding to support specific industries in Taiwan. This\ninitiative targeted sectors including semiconductors, display panels, digital content, and biotechnology and pharmaceuticals. Cattle camphor\nmushroom was identified as a pivotal research focus within the biotechnology and pharmaceutical category during that period.\n\n \n\n13\n\n \n\n \n\nHowever, due to the endangered status of the Cinnamomum\nkanehirae tree, it has been listed under Taiwan’s regulatory framework. This listing has imposed restrictions on the development\nof the Cattle camphor mushroom industry, making it difficult to expand and gain international recognition, resulting in slightly lower\nvisibility in the market of Chinese rare medicinal herb.\n\n \n\nDuring 2025, we introduced three additional products\nthat incorporate Cattle camphor mushroom (*Antrodia cinnamomea*, also referred to as Taiwanofungus) or related botanical ingredients:\nKASAER LUO-SHUEI Plum Wine, KASAER ProMen Prostate Support Capsules and Dr.A PetCare MouthFresh. These products are intended to broaden\nthe application of our Taiwanofungus extract technology across beverage, adult wellness and pet wellness categories.\n\n \n\nKASAER LUO-SHUEI Plum Wine\n\n \n\nKASAER LUO-SHUEI Plum Wine is a premium plum wine\nproduct made with 15-year-old Taiwanese aged plum wine and infused with *Antrodia cinnamomea* and amla (*Phyllanthus emblica*)\nextracts. The product is formulated to provide a layered fruit flavor profile and a smooth, bittersweet finish, and may be served chilled,\nover ice or mixed with soda water. We position this product for adult consumers and social occasions.\n\n \n\nKASAER ProMen Prostate Support Capsules\n\n \n\nKASAER ProMen Prostate Support Capsules is a dietary\nsupplement for men that combines *Antrodia cinnamomea*, lotus seed, amla (*Phyllanthus emblica*) and pumpkin seed extracts.\nThe product is formulated with Antrodia Acid A at 1,500 parts per million (PPM) and is marketed for general men’s wellness and proactive\nprostate health maintenance. Each bottle contains 30 capsules, and the recommended intake is one capsule daily for general wellness or\ntwo capsules daily for more intensive support, subject to applicable product labeling and consumer guidance.\n\n \n\nDr.A PetCare MouthFresh (Chicken & Tuna Duo/Medley)\n\n \n\nDr.A PetCare MouthFresh (Chicken & Tuna Duo/Medley)\nis an oral-care purée product for pets that combines *Antrodia cinnamomea* extract with Taiwanese-sourced ingredients, including\nchicken, eggs and tuna. The product is formulated for pet oral freshness and care and is marketed to pet owners seeking a clean-label\npet wellness product. The recipe does not include chemical gums, emulsifiers, artificial flavorings or preservatives. Each stick contains\n10 grams of product, and each box contains 10 sticks.\n\n \n\nThe foregoing product descriptions reflect our\nproduct positioning and intended use. Except as otherwise disclosed, these products are not marketed as drugs or products intended to\ndiagnose, treat, cure or prevent any disease, and they are subject to applicable food, beverage, dietary supplement, pet product, labeling,\nadvertising and consumer protection requirements in the jurisdictions in which they are offered.\n\n \n\n**Cultivating Process**\n\n \n\nCurrently, some of the raw materials for our Cattle\ncamphor mushroom products are cultivated and nurtured by us and then entrusted to our supplier, Sin-Ding TW Co. Ltd. (\"Sin-Ding\"),\nfor OEM production, while the remainder are still manufactured directly by Sin-Ding. We procure the products directly from Sin-Ding and\ndistribute them to companies, pharmacies, and individual customers.\n\n \n\n14\n\n \n\n \n\nBackground of the traditional method of cultivating\nCattle camphor mushroom\n\n \n\nCurrently, the primary method for cultivating\nCattle camphor mushroom in the market involves utilizing chopped and preserved logs from Cinnamomum camphora trees for cultivation in\na regulated environment. The harvested Cattle camphor mushroom from the preserved logs closely resemble wild Cattle camphor mushroom in\nterms of their active ingredients and appearance. However, since Cinnamomum camphora trees are endangered conservation plants and grow\nslowly, they have been legislatively regulated by the Taiwanese government to prevent logging. Under various constraints, the cost of\nobtaining Cinnamomum camphora tree logs has become extremely high, exceeding what the academic and industrial sectors can afford. Consequently,\nthis has impacted the supply of Cattle camphor mushroom raw materials in the market, leading to an unmet demand.\n\n \n\nOur revolutionary change to the current cultivating\nsituation\n\n \n\nOur patented cultivation technology can replace\nthe traditional method of cultivating Cattle camphor mushroom on Cinnamomum camphora tree logs. Our harvested Cattle camphor mushroom\nexhibits potency comparable to that of wild-grown Cattle camphor mushroom. Our cultivation technology reduced cultivation costs, increased\nproduction capacity, and the ability to be reused, thus possessing the capability to fill the market demand gap.\n\n \n\nCultivation materials and environmental conditions\n\n \n\n \n●\nPorous carrier: Manufactured from porcelain clay, forming a porous elongated cubic body with tiny micropores distributed on both the exterior and interior surfaces, used for absorbing cultivation nutrient solution.\n\n \n\n \n●\nFungi cultivating box: A device for cultivating Cattle camphor mushroom mycelium, consisting of a box body, a box lid, a fixing device, a binding device, and a cultivation porous carrier placed inside the box.\n\n \n\n \n●\nLiquid culture medium/nutrient solution: Utilized for cultivating Cattle camphor mushroom, comprising nutrients such as extracts of Cattle camphor mushroom leaves and branches, glucose and sucrose as carbon sources, and yeast extract as a nitrogen source, mixed in certain proportions to form the Cattle camphor mushroom cultivation nutrient solution.\n\n \n\n \n●\nCover membrane: After the cultivation porous carrier is soaked and dried with nutrient solution, a membrane-forming treatment is conducted using a mixture of food additives, Cattle camphor mushroom extract, and sugars to form a thin film outside the nutrient layer, isolating it from external contact. Composition of the membrane-forming nutrient solution: Food additive polyethylene glycol heated to a liquid state accounting for 50%, a mixture of Cattle camphor mushroom powder and mycelial extract accounting for 25%, and a mixture of glucose and sucrose accounting for 5:1.\n\n \n\n \n●\nAntrodia cinnamom strains: The nutrient solution is placed in a sterile culture dish in a sterile room, and then Antrodia cinnamom strains are inoculated into the culture dish. The culture dish is maintained in an environment at 12~26°C for 1~3 months to obtain Antrodia cinnamom strains.\n\n \n\n \n●\nProduction Environment: The workshop area and physical space of the production site should be adapted to the production capacity, facilitating equipment installation, cleaning and disinfection, material storage, and personnel operations. Establish a sound hygiene management system, strengthen health and hygiene management of production personnel, maintain high cleanliness of the production workshop, and properly handle waste disposal.\n\n \n\n15\n\n \n\n \n\nCultivation process of Cattle camphor mushroom:\n\n \n\n \n●\nSoak the cultivation porous carrier in liquid culture medium and dry it at 35~45°C to solidify the cultivation nutrient solution into a nutrient layer, forming around the surface and micropores of the porous carrier.\n\n \n\n \n●\nApply a membrane-forming nutrient solution coating onto the nutrient layer of the porous carrier, allowing the coating to cool and form a membrane around the surface and micropores of the porous carrier.\n\n \n\n \n●\nSterilize the prepared carrier and membrane with gamma radiation.\n\n \n\n \n●\nFix the sterilized porous carrier inside the fungi cultivating box, maintaining a certain distance between the porous carrier and the inner wall of the cultivation box.\n\n \n\n \n●\nInject sterile water into the space at the bottom of the porous carrier and the box, ensuring it meets the requirements of Grade III water standards specified in GB/T6682, with the water level not reaching the bottom of the porous carrier.\n\n \n\n \n●\nSterilize the prepared cultivating box with gamma radiation.\n\n \n\n \n●\nInoculate Cattle camphor mushroom onto the surface and micropores of the porous carrier.\n\n \n\n \n●\nSeal the cultivating box after inoculation and place it in a cultivation chamber with the internal temperature maintained at 25~28°C and humidity at 60%~80%. Condensed water vapor on the box lid drips onto the porous carrier, simulating the natural growth environment of Cattle camphor mushroom in the wild.\n\n \n\n \n●\nDuring cultivation, regularly replenish the cultivation nutrient solution to the porous carrier using a syringe to provide necessary nutrients for growth.\n\n \n\n \n●\nAfter approximately 3 months, Cattle camphor mushroom mycelium grows on the nutrient layer of the porous carrier and the membrane. Due to the higher nutrient concentration in the micropores, mycelium also grows along the surface of the carrier.\n\n \n\n \n●\nAfter approximately 8 months, Cattle camphor mushroom fruiting bodies begin to form around the surface of the porous carrier.\n\n \n\n \n●\nContinue to cultivate the harvested Cattle camphor mushroom fruiting bodies in a sealed environment with constant temperature and humidity. Gravity and growth habits cause water and nutrients to flow downward, with water vapor condensing on the lid and dripping onto the fruiting bodies. The composition of the nutrient layer and membrane promotes growth, resulting in fruiting bodies containing triterpenoid active ingredients reaching wild levels.\n\n \n\nHarvest period\n\n \n\n \n●\nCattle camphor mushroom undergoes a growth period from inoculation to approximately 12 to 18 months, during which it transitions from an initial white color to yellow, red, and finally deep red. Once the thickness reaches 2cm or more, it is ready for harvesting.\n\n \n\n \n●\nAfter the initial harvest, subsequent harvests can be conducted annually or biennially. The longer the duration between harvests, the larger the fruiting bodies of Cattle camphor mushroom tend to be. Depending on the harvesting schedule, Cattle camphor mushroom is typically classified as one-year-old, two-year-old, three-year-old, five-year-old, or multi-year-old.\n\n \n\nStorage\n\n \n\n \n●\nDry Cattle camphor mushroom should be stored in a cool, dry place away from light to prevent damage. It should be protected from pests and rodents, and during the summer, it should be stored in a refrigerated environment.\n\n \n\n \n●\nFreshly harvested and packaged Cattle camphor mushroom should be stored at or below 0℃.\n\n \n\n \n●\nIt should not be stored together with items that are toxic, harmful, have strong odors, or are susceptible to mold and insect infestation.\n\n \n\n16\n\n \n\n \n\nWe have entered into an agreement with Sin-Ding\nTW Co. Ltd. and acquired cultivation mediums which includes the Porous carrier with the Antrodia cinnamom strains, the liquid culture\nmedium, and cultivating box for growing Cattle camphor mushroom. As of the date of this annual report, we have harvested the Cattle camphor\nmushroom from the 10,000 cultivation mediums purchased from Sin-Ding. As a result, we have successfully cultivated and nurtured our own\nraw materials. We are also collaborating with Sin-Ding for OEM production of our products.\n\n \n\n**Sales and Marketing**\n\n \n\nOur current marketing channels include online\ne-commerce platforms in Taiwan, physical chain stores, collaboration with major retail brands in Hong Kong, and partnerships with large\nretail channels in China. Our physical chain stores include Taipei Zhongxiao Store, Taipei Dihua Store, and Kaohsiung Sanfeng Store in\nTaiwan. We plan to expand our product offerings with diversified Cattle camphor mushroom specialty items and establish an online presence\nin Hong Kong, China, Japan, and the United States through e-commerce platforms. Additionally, we aim to deepen collaboration with raw\nmaterial agents, health food manufacturers, and biotech pharmaceutical companies to further penetrate the market and broaden our reach.\n\n \n\n*Discontinued Business*\n\n \n\nOn September 28, 2023, the Company spun off its\nthen subsidiaries, Cordyceps Sunshine HK and Chengdu Skyherb, and thus the Cordyceps business has ceased.\n\n \n\n*Sales and Marketing*\n\n \n\nWe derived all our revenue from product\nsales of $1,245,348, $1,253,484, and $728,426 for the years ended December 31, 2025, 2024, and 2023, respectively.\n\n \n\nThe Company sold Cattle camphor mushroom products to Gasar Biotechnology\nCo., Ltd, a related party of the Company, in the amounts of $175,405, $52,943, and $126,856 for the years ended December 31, 2025,\n2024, and 2023, respectively.\n\n \n\nAs a result, for the years ended December 31, 2025, 2024, and 2023,\nwe derived 14.08%, 4.22%, and 14.37%, respectively, of sales from related parties. \n\n \n\n*Going Concern Matter*\n\n \n\nThe financial statements have been prepared “assuming\nthat we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments\nin the ordinary course of business.\n\n \n\nThe following factors among others raise substantial doubt about the\nCompany’s ability to continue as a going concern for a reasonable period of time.\n\n \n\n \n●\nThe Company has not yet established an ongoing source of revenues and cash flows sufficient to cover the operating costs and allow it to continue as a going concern.\n\n \n\n \n●\nThe Company generated net loss of $154,822, net loss of $226,258, and net income of $751,609 for the years ended December 31, 2025, 2024, and 2023, respectively.\n\n \n\n \n●\nAs of December 31, 2025, the Company had an accumulated deficit of $854,046.\n\n \n\n \n●\nThe Company incurred operating cash outflow of $35,845 and generated operating cash inflows of $312,006 and $359,724 for the years ended\nDecember 31, 2025, 2024, and 2023, respectively.\n\n \n\n \n●\nThe Company had negative working capital of $4,194,320 and $4,385,043 as of December 31, 2025 and 2024, respectively.\n\n \n\nIn order to continue as a going concern, we will\nneed, among other things, additional capital resources. Our plan is to obtain capital from management to meet our minimal operating expenses\nand seek third party equity and/or debt financing. However, management cannot provide any assurances that we will be successful in accomplishing\nany of our plans. There is no assurance that additional financing will be available to us. If we were unable to meet our future funding\nrequirements for working capital and for general business purposes, we could experience operating losses and limit our marketing efforts\nas well as decrease or eliminate capital expenditures. If so, our operating results, our business results and our financial position would\nbe adversely affected. For more information, see “*Item 3. Key Information - D. - Risk Factors - Risks relating to our business\nand industry - We may require substantial additional funding in the future for our ability to continue as a going concern. There is no\nassurance that additional financing will be available to us. If we were unable to meet our future funding requirements for working capital\nand for general business purposes, our business results and our financial position would be adversely affected.*”\n\n* *\n\n17\n\n \n\n* *\n\n*Industry*\n\n \n\nThe Cattle camphor mushroom, a unique and prized\nmedicinal fungus indigenous to Taiwan, boasts a culinary legacy deeply rooted in Taiwanese culture for over a century.\n\n \n\nIn 2002, the Taiwanese government introduced a\nsubsidy initiative aimed at bolstering key industries, with a particular focus on funding research related to the Cattle camphor mushroom\nwithin the biotechnology sector.\n\n \n\nThe significance of the Cattle camphor mushroom\nindustry in Taiwan parallels that of Korean ginseng and Chinese Cordyceps. However, the endangered status of the Cinnamomum kanehirae\ntree, essential for the mushroom’s growth, has led to its inclusion in Taiwan’s regulatory framework. Consequently, restrictions\non its development have hindered its expansion and global recognition, resulting in relatively lower visibility compared to Korean ginseng\nand Chinese Cordyceps. In Taiwan, academic research on Cattle camphor mushroom is extensive and rich, as evidenced by the National Digital\nLibrary of Theses and Dissertations. Similarly, the United States’ PubMed database and China’s CNIPA database contain numerous\nresearch papers and patents related to Cattle camphor mushroom.\n\n \n\nThe demand for Cattle camphor mushroom has experienced\nremarkable growth, driven by various factors. With increasing globalization and the spread of traditional Chinese medicine practices,\nawareness of the medicinal benefits of Cattle camphor mushroom has expanded globally. As a revered component of traditional Chinese medicine,\nheightened exposure to these practices has spurred demand for Cattle camphor mushroom products.\n\n \n\nThis surge in demand has led to challenges such\nas overharvesting of wild stocks and subsequent shortages in supply. While the primary markets for Cattle camphor mushroom are in Taiwan\nand other Asian regions, emerging interest from international markets, including the United States, Europe, and Australia, is contributing\nto its growing demand worldwide.\n\n \n\nAccording to industry reports by Chinese Association\nof Traditional Chinese Medicine, Analysis of the Cattle camphor mushroom Industry\nin 2023, the market demand within China is 2812.13 tons in 2023 and is expected to reach 4341.34 tons by 2027, with an annual growth rate\nof range from 9-12%. Despite this growth, there remains a considerable gap between supply and demand, highlighting the substantial\nmarket opportunity for Cattle camphor mushroom products.\n\n \n\n \n\n*Suppliers and Customers*\n\n \n\nSuppliers\n\n \n\nThe following table sets forth information as\nto the suppliers that accounted for 10% or more of the Company’s purchase for the periods presented.\n\n \n\n  \nFor the year ended  \nFor the year ended  \nFor the year ended \n\n  \nDecember 31, 2025  \nDecember 31, 2024  \nDecember 31, 2023 \n\n  \nAmount  \n%  \nAmount  \n%  \nAmount  \n% \n\nSupplier A \n$469,644  \n 100.00% \n$347,004  \n 100.00% \n$116,146  \n 100.00%\n\n \n\n18\n\n \n\n \n\nCustomers\n\n \n\nThe following table sets forth information as\nto the customers that accounted for 10% or more of the Company’s revenue for the periods presented.\n\n \n\n  \nFor the year ended  \nFor the year ended  \nFor the year ended \n\n  \nDecember 31, 2025  \nDecember 31, 2024  \nDecember 31, 2023 \n\n  \nAmount  \n%  \nAmount  \n%  \nAmount  \n% \n\nCustomer A - related party \n$175,405  \n 14.08% \n$52,943  \n 4.22% \n$126,856  \n 14.37%\n\nCustomer B - third party \n 545,549  \n 43.81% \n 373,715  \n 29.81% \n 61,154  \n 6.93%\n\n \n\n**C. Organizational structure.**\n\n \n\nThe following\nis a list of our subsidiaries as of the date of this annual report.\n\n \n\n**Subsidiaries**\n \n**Place of Incorporation**\n\nCordyceps Sunshine Biotech Holdings Co., Ltd. Taiwan Branch\n \nTaiwan\n\nTaiwanofungus Biotech Co. Ltd.\n \nHong Kong\n\n \n\nTaiwanofungus Biotech Co. Ltd. was incorporated\non August 17, 2023 under the laws of Hong Kong and is currently not actively engaging in any business.\n\n \n\nThe following diagram illustrates the corporate\nstructure of Cordyceps Sunshine Biotech Holdings Co., Ltd. as of the date of this annual report:\n\n \n\n \n\n \n\n**D. Property, Plant and Equipment**\n\n \n\n**Facilities**\n\n \n\nCordyceps Sunshine Taiwan Branch currently has\nthree leased properties:\n\n* *\n\n*Leased Properties*\n\n* *\n\n**No.**\n \n**Property Location**\n \n**Material Lease Term**\n \n**Functions**\n\n1\n \n6th Fl., No. 15, Lane 548,\n\nRuiguang Road,\n\nNeihu District, Taipei City,\n\nTaiwan\n \nCordyceps Sunshine Taiwan Branch leases this property for the use of our executive office under a lease that expires on August 31, 2026. The monthly rent is NTD146,000 (approximately USD4,684).\n \nOffice\n\n \n \n \n \n \n \n \n\n2\n \n1st Fl., 2nd Fl., No. 276,\n\nSection 1, Dihua Street,\n\nDatong District, Taipei City,\n\nTaiwan\n \nCordyceps Sunshine Taiwan Branch leases this property for the use of our Retail store under a lease that expires on April 30, 2026. The monthly rent is NTD70,000 (approximately USD2,246).\n \nRetail store\n\n \n \n \n \n \n \n \n\n3\n \n\nNo. 118, Sanfeng Central St., Sanmin Dist., Kaohsiung City,\n\nTaiwan\n\n \nCordyceps Sunshine Taiwan Branch leases this property for the use of our retail store under a lease that expires on April 30, 2026. From May 1, 2023 to April 30, 2024, the monthly rent is NTD35,000 (approximately USD1,123). From May 1, 2024 to April 30, 2026, the rent is paid quarterly at NTD102,000 every three months (approximately USD3,272).\n \nRetail store\n\n \n\n19\n\n \n\n \n\n**Intellectual Property**\n\n \n\n**Trademarks**\n\n \n\nCompany has obtained the trademark(s) as below.\n\n \n\n**No.**\n \n**Trademark**\n \n**Registration\nCode**\n \n**Registered\nCountry**\n \n**Registered\nDate**\n \n**Category**\n \n**Owner**\n\n1\n \n\n \n02164806\n \nROC\n \nSeptember 4, 2021\n \nClass 5\n \nCordyceps Sunshine Biotech Holdings Co., Ltd.\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n2\n \n \n \n02166572\n \nROC\n \nSeptember 4, 2021\n \nClass 35\n \nCordyceps Sunshine Biotech Holdings Co., Ltd.\n\n \n\nClass 5: medical and nutritional products; traditional\nChinese medicine; herbal medicine; weight loss medicine; human medicine; protein nutritional supplements; plant fiber nutritional supplements;\nantioxidant nutritional supplements; vitamin and mineral supplements; fiber dietary supplements; general nutritional supplements; medical\ndietary products, drinks, and foods; plant extract supplements; herbal tea supplements; meal replacement supplements; by-products of food\nprocessing for medical use; enzyme supplements; and herbal nutritional supplements.\n\n \n\nClass 35: Retail and wholesale distribution of\nmedicines; retail and wholesale distribution of Western medicine; retail and wholesale distribution of traditional Chinese medicine; retail\nand wholesale distribution of nutritional supplements; retail and wholesale distribution of beverages; import and export agency services;\nquoting prices for various products from domestic and foreign manufacturers; bidding for various products from domestic and foreign manufacturers;\nmarketing of various products from domestic and foreign manufacturers; providing consulting services for business franchising and chain\nstore management.\n\n** **\n\n**Patents**\n\n \n\nCordyceps Sunshine Taiwan Branch is licensed by\nYen Hung Liu, one of our founders and directors, to use the following six patents.\n\n \n\n**No.**\n \n**Patent Name**\n \n**Patent Code**\n \n**Registered\nCountry**\n \n**Expiration Date**\n \n**Category**\n\n1\n \nPorous Carrier for Cultivating Antrodia Cinnamomea\n \nM591990\n \nTaiwan\n \nDecember 16, 2029\n \nUtility Models\n\n2\n \nFungal Cultivation Box\n \nM611401\n \nTaiwan\n \nJanuary 5, 2031\n \nUtility Models\n\n3\n \nCarrier for Use as a Culture Medium\n \nM617740\n \nTaiwan\n \nMay 3, 2031\n \nUtility Models\n\n4\n \nMethod for Cultivating Antrodia Cinnamomea and Porous Carrier for Cultivating Antrodia Cinnamomea\n \nI735106\n \nTaiwan\n \nDecember 16, 2039\n \nInventions\n\n5\n \nMethod for Cultivating Antrodia Cinnamomea and Porous Carrier for Cultivating Antrodia Cinnamomea\n \nZL 2020 1 0042692.1\n \nPRC\n \n January 14, 2040\n \nInventions\n\n6\n \nMethod for Cultivating Antrodia Cinnamomea and Porous Carrier for Cultivating Antrodia Cinnamomea\n \n7430356\n \nJapan\n \nOctober 26, 2040\n \nInventions\n\n \n\nOn February 5, 2024, Cordyceps Sunshine Taiwan\nBranch entered into an exclusive licensing agreement with Mr. Yen Hung Liu, pursuant to which Mr. Liu agreed to grant Cordyceps Sunshine\nTaiwan Branch exclusive rights to use the six cultivation technologies that Mr. Liu developed as listed above. According to this licensing\nagreement, Cordyceps Sunshine Taiwan Branch is allowed to use these technologies globally beginning on February 5, 2024 until the expiration\ndate of each patent.\n\n \n\nThese four cultivation technologies reflect the four important processes\nof cultivation of Cattle camphor mushroom, which runs through the whole production process of cultivation of Cattle camphor mushroom.\n\n \n\n20\n\n \n\n \n\n*Legal Proceedings*\n\n \n\nWe may from time to time become a party to various\nlegal or administrative proceedings arising in the ordinary course of our business. As of the date hereof, neither we nor any of our subsidiaries\nis a party to any pending legal proceedings, nor are we aware of any such proceedings threatened against us or our subsidiaries.\n\n* *\n\n*Seasonality*\n\n \n\nWe believe our operation and sales of Cordyceps\nand Cattle camphor mushroom do not experience seasonality.\n\n \n\n*Insurance*\n\n \n\nWe do not have any business liability, interruption\nor litigation insurance coverage for our operations in Taiwan. Therefore, we are subject to business and product liability exposure. See\n“*Item 3. Key Information - D. - Risk Factors - Risks Relating to Our Business and Industry - Our sales and reputation may be\naffected by product liability claims, litigation, product recalls, or adverse publicity in relation to our products.*”\n\n** **\n\n**Regulations**\n\n** **\n\n**Regulation in Taiwan**\n\n** **\n\n*Regulation on Cattle camphor mushroom*\n\n** **\n\nIn Taiwan, Cattle camphor mushroom falls under\nthe category of food products. These products are governed by the Act Governing Food Safety and Sanitation. According to this act, specific\nlabeling requirements for product packaging include: (i) a warning message in Chinese stating, “For infants, pregnant women, and\nbreastfeeding mothers, please consult a physician or medical professional before consuming this product,” and (ii) clear indication\non the packaging of the parts of the Cattle camphor mushroom used as raw materials, whether they are the fruiting body or mycelium, and\ntheir cultivation method.\n\n \n\n*Regulation on Consumer Protection*\n\n* *\n\nThe current primary regulation protecting consumers’\nrights in Taiwan is Consumer Protection Act (the “CP Act”), with a view to better regulate the conduct of business operators\nand enforce consumer protection. The Industry Competent Authority at various levels of the administration is responsible for the enforcement\nand supervision on any consumer protection related matters with Consumer Protection Officer in place.\n\n \n\nPursuant to the CP Act, business operators providing\ngoods and services shall prioritize consumer rights, particularly with regard to consumers’ health and safety, provide sufficient\ninstruction on the goods and services offered, maintain fairness of the trade and take any other necessary precautions to protect consumers’\nrights. In addition, business operators who design, produce and manufacture goods or provide services shall guarantee that the goods or\nservices offered should meet the safety criteria which is reasonably expected from the technological and professional perspective at the\ntime of launching such goods or offering services in the market. In case of intentionally wrongdoings of the business operators, punitive\ndamages up to three times of the actual damage may be imposed against such business operators.\n\n \n\n*Regulation on Food Sanitation Management*\n\n \n\nThe current primary regulation governing food\nsanitation in Taiwan is the Act Governing Food Safety and Sanitation (the “AGFSS”). The Department of Health at various levels\nof the administration is responsible for the management and supervision on any food sanitation related matters.\n\n \n\nUnder this AGFSS, any business operators of food\nor food additives must obtain and maintain the proper licenses from relevant government authorities before they could manufacture, process,\ndeploy, package, transform, store, sell, import and export food or food additives. The licenses generally have a valid duration from one\nyear to five years. After receiving the application, the relevant government agency issues the licenses, and the application for extension\nmust be filed for approval within three months before expiration. The AGFSS t also set forth specific rules demanding the compliance with\ngood hygienic practices and safety control system of food or food additives by the business operators.\n\n \n\n21\n\n \n\n \n\n*Regulation on Company Administration*\n\n \n\nThe current primary regulation governing companies\nin Taiwan is the Company Act, by Legislative Yuan, which provided the fundamental framework for regulating companies. The Ministry of\nEconomic Affairs at various levels of the administration is responsible for the management and supervision on any companies related matters.\n\n \n\nUnder the Company Act, a company refers to any\nprofit-driven juridical association, organized, registered and established in accordance with this Company Act. Under the Company Act,\ncompanies have been divided into four categories: unlimited liability company, limited liability company, joint liability company and\ncompany limited by shares.\n\n \n\nUnder the Company Act, a company cannot be established\nunless properly registered with Ministry of Economic Affairs, and prior to such registration, no business or other legal act can be conducted\nin the name of a company. In addition, the capital amount of a company must be fully contributed by its shareholders of their own fund\nat the time of its establishment, rather than paid by installment or through external financing. Furthermore, the capital contribution\nmust be audited and certified by accountants.\n\n \n\nA limited liability company is a company organized\nby more than one shareholder, where the shareholders are only liable to the extent of their contributed capital to the company. Director(s)\nof a limited liability company is responsible for the management and operation of the company and subject to duty of care and duty of\nloyalty while executing his business judgment with respect to the operation of the company.\n\n \n\n*Regulation on Foreign Exchange*\n\n* *\n\nForeign exchange regulation in Taiwan is primarily\ngoverned by the Foreign Exchange Regulation Act (the “FECA”). Under the FECA, foreign exchange refers to foreign currency,\nbills and marketable securities. The authority managing the administration of foreign exchange is Ministry of Finance of Republic of China,\nwhile the authority managing the practical operation of foreign exchange business is Central Bank of Republic of China. The FECA also\nspecifies the allocated power of Ministry of Finance and Central Bank, respectively. To the extent that any foreign exchange receipts,\npayments or transactions reaches the threshold of $15,939 (NT$500,000) or equivalent in foreign currency, it must be reported to the Central\nBank or its designated authorities. Upon incurrence of any of the following events, the Executive Yuan of Republic of China may determine\nand announce that for a period of time, to close the foreign exchange market, suspend or restrict all or partial foreign exchange payment,\norder a mandatory sale or deposit of all or partial foreign exchange into a designed bank, or dispose in any other manner as it deems\nnecessary:\n\n \n\n \n-\nWhen the domestic or foreign economic disorder might endanger the stability of the domestic economy; or\n\n \n\n \n-\nWhen the Republic of China’s balance of payments suffers a severe deficit.\n\n \n\n*Regulation on Foreign Investment*\n\n \n\nThe current principal regulation governing foreign\ninvestment is Statute For Investment By Foreign Nationals (the “SIFN”). Under the SIFN, investment refers to any activities\ninvolving (1) holding shares issued by Taiwan company, or contributing to the capital of Taiwan company; (2) establishing a branch office,\na proprietary business or a partnership in the territory of the Taiwan; or (3) providing loan(s) to the invested business referred to\nin the preceding two Paragraphs for a period exceeding one year. The authority in charge of foreign investment is Ministry of Economic\nAffairs of Republic of China. The industries in Taiwan are categorized into permitted, restricted and prohibited foreign investment areas.\nInvestors may apply for settlement of exchange in accordance with the annual yield of their investment or the allocation of surplus.\n\n \n\nWith respect to foreign investment in the food\nindustry, unless such investment is made from the People’s Republic of China, there’s no restriction under Investment Regulation.\nSince the Company falls into the food industry, the Company and prospective investors in this offering will not be affected by Investment\nRegulation.\n\n \n\n22\n\n \n\n \n\n*Eminent domain*\n\n \n\nWhen the investment made by an investor constitutes\nless than 45% of the total amount of capital of the investee enterprise, and the investee enterprise has been expropriated or acquired\nby the government for the purpose of national defense, reasonable government compensation shall be paid to the investors. However, if\nthe capital contribution made by the investor constitutes equal to or more than 45% of the total amount of capital of the investee enterprise\nand continues remaining above 45% for two decades since its establishment, then the government may not exercise its eminent domain power\nover such investee enterprise.\n\n \n\n*Regulations on Tax*\n\n \n\nThe current principal regulations governing tax\nin Taiwan include the following:\n\n \n\n \n-\nIncome Tax Act;\n\n \n\n \n-\nThe Implementation Rules of Income Tax Act;\n\n \n\n \n-\nValue-Added and Non-Value-Added Business Tax Act; and\n\n \n\n \n-\nThe Implementation Rules of Value-Added And Non-Value-Added Business Tax Act.\n\n \n\nUnder the Income Tax Act, there are two kinds\nof income tax, individual income tax and profit-seeking enterprise income tax, respectively.\n\n \n\nFor any individual having income from sources\nin the Taiwan, the individual income tax shall be levied in accordance with this Act on his income derived from sources in the Taiwan.;\nUnless otherwise provided in this Act, in the case of an individual who is a nonresident in the Taiwan but who has derived income from\nsources in the Taiwan, income tax payable by him on all such income shall be withheld and paid at the respective sources.\n\n \n\nThe enterprise with head office located in Taiwan\nshall pay profit-seeking income tax on its global income both within and outside Taiwan; while the enterprises with head office outside\nTaiwan shall only pay profit-seeking income tax on its business income sourced from within Taiwan. With respect to enterprise operating\nfor profit, the exemption threshold is NT$120,000 ($3,825). Any income beyond such exemption threshold is subject to 20% tax rate on its\ntaxable income.\n\n \n\nSale of goods or service, import of goods in Taiwan\nshall be subject to Value-Added or Non-Value-Added Business Tax. Rate of business tax. The rate of business tax, except as otherwise prescribed\nby Value-added and Non-value-added Business Tax Act, ranges from 5% to 10% with the current tax rate being implemented is 5% as determined\nby the Executive Yuan of Taiwan."}