INHD / Inno Holdings Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2025, between Inno Holdings Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c

Inno Holdings Inc. Announces Closing of $

Exhibit 99.2 Inno Holdings Inc. Announces Closing of $7.2 Million Registered Direct Offering HONG KONG, SEPTEMBER 11, 2025 (GLOBE NEWSWIRE) — Inno Holdings Inc. (NASDAQ: INHD) (the “Company”), a trade-focused building technology and electronic products trading company, today announced the closing of the registered direct offering with institutional investors of approximately $7.2 million of shares

REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK INNO HOLDINGS INC.

Exhibit 10.3 REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK INNO HOLDINGS INC. Warrant Shares: [●] Initial Exercise Date: September 11, 2025 Issuance Date: September 11, 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the con

Inno Holdings Inc. Announces $

Exhibit 99.1 Inno Holdings Inc. Announces $7.2 Million Registered Direct Offering HONG KONG, SEPTEMBER 10, 2025 (GLOBE NEWSWIRE) — Inno Holdings Inc. (NASDAQ: INHD) (the “Company”), a trade-focused building technology and electronic products trading company, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2025 INNO HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

1345 Avenue of the Americas · New York, New York · 10105 (212) 813-1010 · Fax (212) 813-1047 · Member FINRA, SIPC

Exhibit 10.2 September 9, 2025 PERSONAL AND CONFIDENTIAL Mr. Ding Wei, Chief Executive Officer Inno Holdings Inc. 5/F, No. 43 Hung To Road Kwun Tong, Kowloon, Hong Kong Re: INHD | Registered Direct Shelf Takedown | Placement Agent Agreement Dear Mr. Wei: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placeme

1,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase 800,000 Shares of Common Stock INNO HOLDINGS INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284054 PROSPECTUS SUPPLEMENT (To Prospectus dated December 26, 2024) 1,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase 800,000 Shares of Common Stock INNO HOLDINGS INC. INNO Holdings Inc. (the “Company” or “we” or “our” or “us”) is offering 1,200,000 shares (“Shares”) of the Company’s Common Stock, no par value (“Common Stock”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2025 INNO HOLDINGS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

3,200,000 Shares of Common Stock INNO HOLDINGS INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284054 PROSPECTUS SUPPLEMENT (To Prospectus dated December 26, 2024) 3,200,000 Shares of Common Stock INNO HOLDINGS INC. We are offering 3,200,000 shares of our common stock, no par value, directly to certain investors (each, an “Investor” and collectively, the “Investors”) pursuant to this prospectus supplement, the accompanying base prospectu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 INNO HOLDINGS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 87-4294543 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) RM1, 5/F, No. 43 Hung To Road, Kwun Tong Kowloon, Hong Kong 999077 (Addr

Form of Restricted Shares Agreement

Exhibit 10.3 RESTRICTED SHARES AGREEMENT The Board of Directors of Inno Holdings Inc., a Texas corporation (the “Company”), hereby grants Restricted Shares under the Inno Holdings Inc. 2025 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A, of shares of common stock, without par value per share, of the Company (“Stock”), to the grantee (the “Grantee”) named in th

Inno Holdings Inc. 2025 Omnibus Incentive Plan

Exhibit 10.2 INNO HOLDINGS INC. 2025 OMNIBUS INCENTIVE PLAN Section 1. General. The purposes of the Inno Holdings Inc. 2025 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Inno Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 4, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 4, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Numbe

Standby Equity Purchase Agreement dated July 4, 2025, between Inno Holdings Inc. and the Investors.

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 4, 2025 (the “Effective Date”), by and between INNO HOLDINGS INC., a Texas corporation (the “Company”), and the investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). RECITALS WHEREAS, the parties her

Up to $1,200,000 of Shares of Common Stock INNO HOLDINGS INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284054 PROSPECTUS SUPPLEMENT (To Prospectus dated December 26, 2024) Up to $1,200,000 of Shares of Common Stock INNO HOLDINGS INC. This prospectus supplement relates to the issuance and sale of up to $1,200,000 of shares of our common stock that we may issue from time to time, in one or more transactions in amounts, at prices, and on terms that

Form of Securities Purchase Agreement.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement,” as the same may hereafter be modified, supplemented, extended, amended, restated, or amended and restated from time to time), is entered into and made effective as of June 2, 2025 (the “Effective Date”), by and among INNO HOLDINGS INC., a Texas corporation (the “Company”), and the persons and entities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Numbe

1,058,000 Shares of Common Stock INNO HOLDINGS INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284054 PROSPECTUS SUPPLEMENT (To Prospectus dated December 26, 2024) 1,058,000 Shares of Common Stock INNO HOLDINGS INC. We are offering 1,058,000 shares of our common stock, no par value, directly to certain investors pursuant to this prospectus supplement, the accompanying base prospectus and for certain investors, a securities purchase agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS I

Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Castor Building Tech LLC.

EX-10.2 3 ex10-2.htm Exhibit 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March 28, 2025 (the “Effective Date”), by and between STRUCRAFT GROUP LIMITED, a Marshall Islands limited corporation (“Buyer”) and INNO HOLDINGS INC., a Texas corporation (“Seller”), and CASTOR BUILDING TECH LLC, a Califor

Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Core Modu LLC.

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March 28, 2025 (the “Effective Date”), by and between STRUCRAFT GROUP LIMITED, a Marshall Islands limited corporation (“Buyer”) and INNO HOLDINGS INC., a Texas corporation (“Seller”), and CORE MODU LLC, a Texas limited liability company (“Compa

Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Castor Building Tech LLC.

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March 28, 2025 (the “Effective Date”), by and between [####################] (“Buyer”) and INNO HOLDINGS INC., a Texas corporation (“Seller”), and CORE MODU LLC, a Texas limited liability company (“Company”). As used herein, Buyer, Seller, and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Num

MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of March 28, 2025 (the “Effective Date”), by and between [####################] (“Buyer”) and INNO HOLDINGS INC., a Texas corporation (“Seller”), and CASTOR BUILDING TECH LLC, a California limited liability company (“Company”). As used herein, Buy

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Num

Share Purchase Agreement, dated March 4, 2025, by and among Architectix Limited, Inno Holdings Inc., Inno Metal Studs Corp, and Inno AI Tech Corp.

Exhibit 10.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 4, 2025 (the “Effective Date”), by and among ARCHITECTIX LIMITED, a British Virgin Islands limited corporation (the “Buyer”), INNO HOLDINGS INC., a Texas corporation (the “Seller”), INNO METAL STUDS CORP, a Texas corporation (“IMSC”), and INNO AI TECH CORP, a Texas corporatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Numb

INNO HOLDINGS INC. 2465 Farm Market 359 South Brookshire, TX 77423

INNO HOLDINGS INC. 2465 Farm Market 359 South Brookshire, TX 77423 Date: February 25, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn.: Ms. Sisi Cheng Mr. Hugh West Re: INNO HOLDINGS INC. Response to the Staff’s Comments on Form 10-K for the Fiscal Year Ended September 30, 2024 File No. 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Standby Equity Purchase Agreement dated January 28, 2025, between Inno Holdings Inc. and the Investors.

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of January 28, 2025 (the “Effective Date”), by and between INNO HOLDINGS INC., a Texas corporation (the “Company”), and the investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). RECITALS WHEREAS, the parties

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Letter from Simon & Edward, LLP to the Securities and Exchange Commission dated January 16, 2025

Exhibit 16.1 January 16, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Inno Holdings Inc. under Item 4.01 of its Form 8- K dated January 16, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Inno Holdings Inc. contained t

Inno Holdings Inc. 2465 Farm Market 359 South Brookshire, TX 77423

Inno Holdings Inc. 2465 Farm Market 359 South Brookshire, TX 77423 January 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: INNO HOLDINGS INC. Registration Statement on Form S-3 Filed December 27, 2024 File No. 333-284054 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2025 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Nu

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Inno Holdings Inc.

Form of Subordinated Indenture

Exhibit 4.5 INNO HOLDINGS INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Datin

Form of Senior Indenture

Exhibit 4.4 INNO HOLDINGS INC. as the Company and as Trustee Senior Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Dating 6 Se

As filed with the Securities and Exchange Commission on December 26, 2024

As filed with the Securities and Exchange Commission on December 26, 2024 Registration No.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Inno Holdings Inc. Announces Expansion into Electronic Product Trading and Digital Transformation Initiatives

Exhibit 99.1 Inno Holdings Inc. Announces Expansion into Electronic Product Trading and Digital Transformation Initiatives Brookshire, Texas, December 13, 2024 - INNO HOLDINGS INC. (“INNO” or the “Company”) (NASDAQ : INHD) is a trade-focused building technology company dedicated to revolutionizing the construction industry with its proprietary cold-formed steel framing technology, artificial intel

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of December 11, 2024 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and Inno Holdings, a Texas corporation (the “Company”). RECITALS WHEREAS, the Company and the Investors have entered into that certain Securities Purcha

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of December 11, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among Inno Holdings Inc., a Texas corporation (the “Company”), and the persons and entities listed on the schedule of invest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS INC. (Exact name of

Insider Trading Policy and Procedures

Exhibit 19.1 INNO HOLDINGS INC. INSIDER TRADING POLICY Dated: December 6, 2024 Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Inno Holdings Inc., a Texas corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of November 13, 2024 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and Inno Holdings, a Texas corporation (the “Company”). RECITALS WHEREAS, the Company and the Investors have entered into that certain Securities Purcha

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of November 13, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among Inno Holdings Inc., a Texas corporation (the “Company”), and the persons and entities listed on the schedule of invest

INHD / Inno Holdings Inc. / An Zeyu Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INNO HOLDINGS INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 4576JP 208 (CUSIP Number) Zeyu An Tenglong Road, Qinlong Manhaining Garden North District Building 2 Room 115, Longhua District, Shenzhen, Guangdong, China

Form of Securities Purchase Agreement

Exhibit 10.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Form of Registration Rights Agreement

Exhibit 10.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Certificate of Amendment to the Amended and Restated Certificate of Formation, dated as of October 8, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF FORMATION OF Inno holdings inc. Certificate of Amendment Pursuant to the provisions of Section 3.053 of the Texas Business Organizations Code (the “TBOC”), Inno Holdings Inc., a Texas corporation (the “Corporation”), hereby adopts the following Certificate of Amendment to its Restated Certificate of Formation: FIRST: The name of t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Inno Holdings Inc. (Name of Registrant as Specif

SPA II, dated September 6, 2024, by and between the Company, Zfounder, and each of the investors signatory thereto.

Exhibit 10.2

SPA III, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto.

Exhibit 10.3

SPA I, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto.

Exhibit 10.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Securities Purchase Agreement III, dated September 6, 2024, by and among Zfounder, various Investors and other parties thereto*.

EX-99 6 ex6.htm Exhibit 6

Securities Purchase Agreement I, dated September 6, 2024, by and among Zfounder, various Investors and other parties thereto*.

EX-4 4 ex4.htm Exhibit 4

Stock Transfer Agreement, dated May 31, 2024, by and between the Reporting Person and Dekui Liu.

EX-2 3 ex2.htm Exhibit 2

Power of Attorney for Next Level Market Fund Inc.

EX-3 4 ex3.htm Exhibit 3

Share Donation Agreement, dated May 4, 2023, by and between the Reporting Person and Dekui Liu.

EX-1 2 ex1.htm Exhibit 1

Stock Transfer Agreement, dated May 31, 2024, by and between the Next Level and Dekui Liu.

EX-1 2 ex1.htm Exhibit 1

INHD / Inno Holdings Inc. / ZFounder Organization Inc. Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INNO HOLDINGS INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 4576JP 109 (CUSIP Number) Wen Hua 12905 SW 42nd St Unit 222 Miami, FL 33175 323-206-6616 (Name, Address and Telephone Number of Person Authorized to Receive

Power of Attorney for West Lake Club Inc.

EX-3 4 ex3.htm Exhibit 3

Securities Purchase Agreement, dated September 6, 2024, by and among Next Level, various Investors and other parties thereto*.

EX-2 3 ex2.htm Exhibit 2

INHD / Inno Holdings Inc. / West Lake Club Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INNO HOLDINGS INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 4576JP 109 (CUSIP Number) Jia Zhang 14738 SW 23rd Street Miami, FL 33185 626-620-8008 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication

Stock Transfer Agreement, dated May 31, 2024, by and between the West Lake Club and Dekui Liu.

EX-1 2 ex1.htm Exhibit 1

Securities Purchase Agreement, dated September 6, 2024, by and among West Lake Club, various Investors and other parties thereto*.

EX-2 3 ex2.htm Exhibit 2

INHD / Inno Holdings Inc. / NEXT LEVEL MARKET FUND INC. Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INNO HOLDINGS INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 4576JP 109 (CUSIP Number) Lujiao Xianyu 14738 SW 23rd Street Miami, FL 33185 909-971-7496 (Name, Address and Telephone Number of Person Authorized to Receiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement Inno Holdings Inc. (Name of Registrant as Specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS IN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS I

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Numb

Limited Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative.

Exhibit 10.1 Execution Version Inno Holdings Inc. Limited Waiver of Underwriting Agreement March 1, 2024 AC Sunshine Securities LLC. 8761 The Esplanade Ct., STE 30 Orlando, FL 32836 Re: Limited Waiver of Inno Holdings Inc. Underwriting Agreement Ladies and Gentlemen: Reference is hereby made to that certain Underwriting Agreement (the “Agreement”) entered into on December 4, 2023, by and among Inn

Warrant Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative

Exhibit 10.2 Execution Version WARRANT ASSUMPTION AGREEMENT THIS WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024, by and between Inno Holdings Inc., a Texas corporation (the “Company”) and AC Sunshine Securities LLC, a Florida limited liability company (the “Warrantholder”). RECITALS: A. On December 4, 2023, the Company issued an Underwriter’s Warrant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-41882 Washington, D.

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Letter from TAAD LLP

Exhibit 16.1 January 31, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C.20549 Ladies and Gentlemen: We have read Item 4.01 of Inno Holdings Inc.’s Form 8-K dated January 31, 2024, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein. Very truly yours,

Description of Inno Holding Inc.’s Capital Stock

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following summary describes the capital stock of Inno Holdings Inc. (the “Company”). This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of formation and amended and restated bylaws, as amended, copies of which have been filed with the Securities and Exchange Commission,

Inno Holdings Inc. 2023 Omnibus Incentive Plan

Exhibit 10.4 Execution Version INNO HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN Section 1. General. The purposes of the Inno Holdings Inc. 2023 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File Nu

Inno Holdings Inc. Incentive Based Compensation Recoupment Policy

Exhibit 97.1 Execution Version INNO HOLDINGS INC. Incentive Based Compensation Recoupment Policy 1. Purpose. The purpose of the Inno Holdings Inc. Incentive Based Compensation Recoupment Policy (the “Policy”) is to set forth the circumstances in Inno Holdings Inc. (the “Company”) will recover the amount of Erroneously Awarded Compensation (as defined below) received by a current or former Executiv

Audit Committee Charter

Exhibit 99.1 INNO HOLDINGS INC. AUDIT COMMITTEE CHARTER I. Purpose. The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s and its subsidiaries’ financial statements and financial rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 001-41882 INNO HOLDINGS INC. (Exact name of

Compensation Committee Charter

Exhibit 99.2 INNO HOLDINGS INC. COMPENSATION COMMITTEE CHARTER I. Purpose. The Compensation Committee (the “Committee”) is established by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to the Company’s compensation structure and compensation, including equity compen

Code of Business Conduct and Ethics

Exhibit 14.1 Inno Holdings Inc. Code of Business Conduct and Ethics 1. Introduction. 1.1. The Board of Directors of Inno Holdings Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and understa

Agreement for Purchase and Sale and Escrow Instructions, dated January 4, 2024

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-41882 Washington, D.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File

Execution Version

Exhibit 99.1 Execution Version Inno Holdings Inc. Announces Closing of $10,000,000 Initial Public Offering Brookshire, TX, Dec. 18, 2023 (GLOBE NEWSWIRE) - Inno Holdings Inc. (“Inno” or the “Company”) (Nasdaq Capital Market: INHD), an innovative building-technology company with a mission to transform the construction industry with our proprietary cold-formed steel-framing technology and other buil

Underwriter’s Warrant, dated December 18, 2023, issued by Inno Holdings Inc.

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-273429) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES LLC, OR BONA FIDE

Amended and Restated Bylaws of Inno Holdings Inc., dated December 18, 2023

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF inno holdings INC. A TEXAS CORPORATION As amended and restated on December 18, 2023 AMENDED AND RESTATED BYLAWS OF inno holdings INC. Table of Contents Article I - NAME AND OFFICES 1 Section 1.01 Principal Office Address 1 Section 1.02 Other Offices 1 Article II - SHAREHOLDERS’ MEETINGS 1 Section 2.01 Place of Meetings 1 Section 2.02 Annual Meeting 1 Sect

Form of Representative’s Warrant

Exhibit 4.1 Form of Warrant THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-273429) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN AC SUNSHINE SECURITIES L

Underwriting Agreement dated as of December 4, 2023, by and between the Company and AC Sunshine Securities LLC.

Exhibit 1.1 INNO HOLDINGS INC. UNDERWRITING AGREEMENT December 4, 2023 AC Sunshine Securities LLC 8761 The Esplanade Ct., STE 30 Orlando, FL 32836 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Inno Holdings Inc., a Texas corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or

Form of Lock-Up Agreement

Exhibit 10.1 Lock-Up Agreement December 4, 20231 AC Sunshine Securities LLC 8761 The Esplanade Ct., STE 30 Orlando, FL 32836 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to AC Sunshine Securities LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Inno Holdings Inc., a Texas corporation (the

Inno Holdings Inc. Announces Pricing of $10,000,000 Initial Public Offering

Exhibit 99.1 Inno Holdings Inc. Announces Pricing of $10,000,000 Initial Public Offering Brookshire, TX, Dec. 05, 2023 (GLOBE NEWSWIRE) - Inno Holdings Inc. (“Inno” or the “Company”), an innovative building-technology company with a mission to transform the construction industry with our proprietary cold-formed steel-framing technology and other building innovations, today announced the pricing of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2023 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 001-41882 87-4294543 (State or other jurisdiction of incorporation) (Commission File N

Filed pursuant to Rule 424(b)(4)

Filed pursuant to Rule 424(b)(4) Registration No. 333-273429 INNO HOLDINGS INC. 2,500,000 Shares of Common Stock being offered by the Company 1,386,990 Shares of Common Stock being offered by the Selling Stockholders This is an initial public offering of 2,500,000 shares of common stock of INNO HOLDINGS INC., of no par value, and the registration of an additional 1,386,990 shares of common stock h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 87-4294543 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 2465 Farm Market 359 S

November 7, 2023

November 7, 2023 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-6010 Attention: Thomas Jones Re: Inno Holdings Inc. Registration Statement on Form S-l Filed October 20, 2023 (File No. 333-273429) Dear Mr. Jones: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securitie

VIA EDGAR

VIA EDGAR November 7, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-6010 Attention: Thomas Jones Re: Inno Holdings Inc. Registration Statement on Form S-l Filed October 20, 2023 (File No. 333-273429) Dear Mr. Jones: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under th

As filed with the U.S. Securities and Exchange Commission on October 20, 2023.

As filed with the U.S. Securities and Exchange Commission on October 20, 2023. No. 333-273429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 3317 87-4294543 (State or Other Jurisdiction of Incorporation or Organ

Development and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023.

Exhibit 10.2 REDACTED COPY DEVELOPMENT AND SUPPLY AGREEMENT THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is entered into as of March 24, 2023 by and between Vision Opportunity Fund LP (“Client”) having an address at 50210 Bermont Rd, Punta Gorda, FL 33982 and Inno Metal Studs Corp (“Inno”) having an address at 2465 FM-359 S, Brookshire TX 77423. WHEREAS Client wishes to engage Inno to d

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mike blankenship Managing Partner 1.713.651.2678 [email protected] October 20, 2023 SiSi Cheng Kevin Woody Thomas Jones Jay Ingram Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: INNO HOLDINGS INC. Amendment No. 3 to Registration Statement on Form S-1 Filed October 4, 2023 File No. 333-27342

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mike blankenship Managing Partner 1.713.651.2678 [email protected] October 4, 2023 SiSi Cheng Kevin Woody Thomas Jones Jay Ingram Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: INNO HOLDINGS INC. Amendment No. 2 to Registration Statement on Form S-1 Filed September 14, 2023 File No. 333-273

Issuer Free Writing Prospectus dated October 4, 2023

Issuer Free Writing Prospectus dated October 4, 2023 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated October 4, 2023 Registration Statement No. 333-273429

As filed with the U.S. Securities and Exchange Commission on October 4, 2023.

As filed with the U.S. Securities and Exchange Commission on October 4, 2023. No. 333-273429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 3317 87-4294543 (State or Other Jurisdiction of Incorporation or Organi

As filed with the U.S. Securities and Exchange Commission on September 13, 2023.

As filed with the U.S. Securities and Exchange Commission on September 13, 2023. No. 333-273429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 3317 87-4294543 (State or Other Jurisdiction of Incorporation or Org

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) INNO HOLDINGS INC.

Form of Underwriting Agreement

Exhibit 1.1 INNO HOLDINGS INC. UNDERWRITING AGREEMENT [ ], 2023 AC Sunshine Securities LLC 8761 The Esplanade Ct., STE 30 Orlando, FL 32836 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Inno Holdings Inc., a Texas corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or describ

Addendum to Development and Supply Agreement, by and among Vision Opportunity Fund LP, New Vision 101 LLC and Inno Metal Studs Corp, dated August 9, 2023.

Exhibit 10.5 REDACTED COPY ADDENDUM TO DEVELOPMENT AND SUPPLY AGREEMENT This Addendum (the “Addendum”) to the DEVELOPMENT AND SUPPLY AGREEMENT dated [March 24, 2023] (the “Agreement”) is entered into as of [August 9, 2023], by and among Vision Opportunity Fund LP (“Original Client”), New Vision 101 LLC (“Assignee Client”), and Inno Metal Studs Corp (“Inno”). WHEREAS, the Original Client entered in

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mike blankenship Managing Partner 1.713.651.2678 [email protected] September 13, 2023 SiSi Cheng Kevin Woody Thomas Jones Jay Ingram Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: INNO HOLDINGS INC. Amendment No. 1 to Registration Statement on Form S-1 Filed August 14, 2023 File No. 333-273

PROPRIETARY AND CONFIDENTIAL I N N O H O L D I N G S I N C. Where The Shape of The Future Forms IP O I N V E S T O R P R E S E N T A T I O N D I S C L A I M E R This confidential presentation (this “Presentation”) is for informational purposes only t

Issuer Free Writing Prospectus dated, August 23, 2023 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated August 14, 2023 Registration Statement No.

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mike blankenship Managing Partner 1.713.651.2678 [email protected] August 14, 2023 SiSi Cheng Kevin Woody Thomas Jones Jay Ingram Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: INNO HOLDINGS INC. Registration Statement on Form S-1 Filed July 26, 2023 File No. 333-273429 Ladies and Gentlemen

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) INNO HOLDINGS INC.

As filed with the U.S. Securities and Exchange Commission on August 14, 2023.

As filed with the U.S. Securities and Exchange Commission on August 14, 2023. No. 333-273429 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 3317 87-4294543 (State or Other Jurisdiction of Incorporation or Organi

Amended and Restated Bylaws of the Registrant

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF inno holdings INC. A TEXAS CORPORATION As amended and restated on [●] AMENDED AND RESTATED BYLAWS OF inno holdings INC. Table of Contents Article I - NAME AND OFFICES 1 Section 1.01 Principal Office Address 1 Section 1.02 Other Offices 1 Article II - SHAREHOLDERS’ MEETINGS 1 Section 2.01 Place of Meetings 1 Section 2.02 Annual Meeting 1 Section 2.03 Speci

Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) INNO HOLDINGS INC.

Second Amendment to Certificate of Formation of the Registrant

Exhibit 3.3

Consent of Xiaogang Zhang

Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

Inno Holdings Inc. 2023 Omnibus Incentive Plan

Exhibit 10.3 INNO HOLDINGS INC. 2023 OMNIBUS INCENTIVE PLAN Section 1. General. The purposes of the Inno Holdings Inc. 2023 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c

Form of Indemnification Agreement

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20 , by and between Inno Holdings Inc., a Texas corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, highly competent persons have be

First Amendment to Certificate of Formation of the Registrant

Exhibit 3.2

Form of Underwriting Agreement

Exhibit 1.1 INNO HOLDINGS INC. UNDERWRITING AGREEMENT [ ], 2023 AC Sunshine Securities LLC 8761 The Esplanade Ct., STE 30 Orlando, FL 32836 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Inno Holdings Inc., a Texas corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or describ

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF INNO HOLDINGS INC. Subsidiaries Jurisdiction INNO Metal Studs Corp Texas Castor Building Tech LLC Texas INNO Research Institute LLC Texas

Consent of Cheng Sung

Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

Bylaws of the Registrant

Exhibit 3.4 By-Laws of INNO HOLDINGS, INC. BY-LAWS OF INNO HOLDINGS, INC. ARTICLE I OFFICES The principal office of the Corporation in the State of Texas of shall be located in 2465 FM-359 South, Suite A, Brookshire, Texas 77423, County of Harris. The Corporation may have such other offices, either within or without the State of Texas as the Board of Directors may designate or as the business of t

Offer Letter, by and between Inno Holdings, Inc. and Tianwei Li, dated July 14, 2023.

Exhibit 10.4 Inno Holdings, Inc. July 14, 2023 Tianwei Li Re: Offer Letter Dear Tianwei: On behalf of Inno Holdings, Inc., a Texas corporation (the “Company”), I am delighted to confirm our offer to you for employment in the full-time position of Chief Financial Officer of the Company (“CFO”). You will report to the Chief Executive Officer of the Company. In this position, you will be an executive

Form of Audit Committee Charter

Exhibit 99.1 INNO HOLDINGS INC. AUDIT COMMITTEE CHARTER I. Purpose. The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s and its subsidiaries’ financial statements and financial rep

Certificate of Formation of the Registrant

Exhibit 3.1

Form of Compensation Committee Charter

Exhibit 99.2 INNO HOLDINGS INC. COMPENSATION COMMITTEE CHARTER I. Purpose. The Compensation Committee (the “Committee”) is established by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to the Company’s compensation structure and compensation, including equity compen

Power of Attorney (included on signature page)

As filed with the U.S. Securities and Exchange Commission on July 25, 2023. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNO HOLDINGS INC. (Exact name of registrant as specified in its charter) Texas 3317 87-4294543 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard I

Code of Business Conduct and Ethics

Exhibit 14.1 Inno Holdings Inc. Code of Business Conduct and Ethics 1. Introduction. 1.1. The Board of Directors of Inno Holdings Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and understa

Amended and Restated Certificate of Formation dated July 14, 2023

Exhibit 3.5 RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS Inno holdings INC. File Number: 804231040 Pursuant to the provisions of Section 3.051 and Section 3.057 of the Texas Business Organizations Code (the “TBOC”), Inno Holdings Inc. (the “Corporation”) hereby adopts the following Amended and Restated Certificate of Formation (the “Amendment and Restated Certificate of Formation”), which

Amended and Restated Bylaws of the Registrant

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF inno holdings INC. A TEXAS CORPORATION As amended and restated on [●] AMENDED AND RESTATED BYLAWS OF inno holdings INC. Table of Contents Article I - NAME AND OFFICES 1 Section 1.01 Principal Office Address 1 Section 1.02 Other Offices 1 Article II - SHAREHOLDERS’ MEETINGS 1 Section 2.01 Place of Meetings 1 Section 2.02 Annual Meeting 1 Section 2.03 Speci

Form of Common Stock Certificate

Exhibit 4.1

Consent of Richard B. Haws, PE

Exhibit 99.5 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

Development and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023.

Exhibit 10.2 DEVELOPMENT AND SUPPLY AGREEMENT THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is entered into as of March 24, 2023 by and between Vision Opportunity Fund LP (“Client”) having an address at 50210 Bermont Rd, Punta Gorda, FL 33982 and Inno Metal Studs Corp (“Inno”) having an address at 2465 FM-359 S, Brookshire TX 77423. WHEREAS Client wishes to engage Inno to develop and sup

EX-3.3

Exhibit 3.3

EX-4.1

Exhibit 4.1

This is a confidential draft submission to the United States Securities and Exchange Commission on May 8, 2023, under the Securities Act of 1933, as amended. This draft registration statement has not been filed, publicly or otherwise, with the U.S. S

This is a confidential draft submission to the United States Securities and Exchange Commission on May 8, 2023, under the Securities Act of 1933, as amended.

By-Laws INNO HOLDINGS, INC. INNO HOLDINGS, INC. ARTICLE I

Exhibit 3.4 By-Laws of INNO HOLDINGS, INC. BY-LAWS OF INNO HOLDINGS, INC. ARTICLE I OFFICES The principal office of the Corporation in the State of Texas of shall be located in 2465 FM-359 South, Suite A, Brookshire, Texas 77423, County of Harris. The Corporation may have such other offices, either within or without the State of Texas as the Board of Directors may designate or as the business of t

Inno Holdings, Inc.

Exhibit 10.3 Inno Holdings, Inc. January 27th, 2023 Weston Twigg Re: Offer Letter Dear Weston: On behalf of Inno Holdings, Inc., a Texas corporation (the “Company”), I am delighted to confirm our offer to you for employment in the full-time position of Chief Financial Officer of the Company (“CFO”). You will report to the Chief Executive Officer of the Company. In this position, you will be an exe

EX-3.2

Exhibit 3.2

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.5 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Inno Holdings Inc. with the Sec

Inno Holdings Inc. Code of Business Conduct and Ethics

Exhibit 14.1 Inno Holdings Inc. Code of Business Conduct and Ethics 1. Introduction. 1.1. The Board of Directors of Inno Holdings Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and understa

AMENDED AND RESTATED CERTIFICATE OF FORMATION OF Inno holdings inc.

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF Inno holdings inc. The undersigned natural person of the age of eighteen (18) years or more, acting as an officer of a corporation under the Texas Business Organizations Code (the “TBOC”), hereby adopts the following Amended and Restated Certificate of Formation for such corporation: Article I Entity Name and Type Section 1.1 The name of

INNO HOLDINGS INC. AUDIT COMMITTEE CHARTER

Exhibit 99.1 INNO HOLDINGS INC. AUDIT COMMITTEE CHARTER I. Purpose. The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s and its subsidiaries’ financial statements and financial rep

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20 , by and between Inno Holdings Inc., a Texas corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, highly competent persons have be

AMENDED AND RESTATED BYLAWS OF inno holdings INC. A TEXAS CORPORATION As amended and restated on [●] AMENDED AND RESTATED BYLAWS OF inno holdings INC. Table of Contents

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF inno holdings INC. A TEXAS CORPORATION As amended and restated on [●] AMENDED AND RESTATED BYLAWS OF inno holdings INC. Table of Contents Article I - NAME AND OFFICES 1 Section 1.01 Principal Office Address 1 Section 1.02 Other Offices 1 Article II - SHAREHOLDERS’ MEETINGS 1 Section 2.01 Place of Meetings 1 Section 2.02 Annual Meeting 1 Section 2.03 Speci

DEVELOPMENT AND SUPPLY AGREEMENT

Exhibit 10.2 DEVELOPMENT AND SUPPLY AGREEMENT THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is entered into as of March 24, 2023 by and between Vision Opportunity Fund LP (“Client”) having an address at 50210 Bermont Rd, Punta Gorda, FL 33982 and Inno Metal Studs Corp (“Inno”) having an address at 2465 FM-359 S, Brookshire TX 77423. WHEREAS Client wishes to engage Inno to develop and sup

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NORTH AMERICA SOUTH AMERICA EUROPE ASIA 800 Capitol St., Suite 2400 Houston, TX 77002-2925 T +1 (713) 651-2600 F +1 (713) 651-2700 mike blankenship Managing Partner 1.713.651.2678 [email protected] May 8, 2023 SiSi Cheng Kevin Woody Thomas Jones Jay Ingram Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.

LIST OF SUBSIDIARIES OF INNO HOLDINGS INC.

Exhibit 21.1 LIST OF SUBSIDIARIES OF INNO HOLDINGS INC. Subsidiaries Jurisdiction INNO Metal Studs Corp Texas Castor Building Tech LLC Texas INNO Research Institute LLC Texas

EX-3.1

Exhibit 3.1

INNO HOLDINGS INC. COMPENSATION COMMITTEE CHARTER

Exhibit 99.2 INNO HOLDINGS INC. COMPENSATION COMMITTEE CHARTER I. Purpose. The Compensation Committee (the “Committee”) is established by the Board of Directors (the “Board”) of Inno Holdings Inc. (the “Company”). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to the Company’s compensation structure and compensation, including equity compen

This is a confidential draft submission to the United States Securities and Exchange Commission on February 9, 2023, under the Securities Act of 1933, as amended. This draft registration statement has not been filed, publicly or otherwise, with the U

This is a confidential draft submission to the United States Securities and Exchange Commission on February 9, 2023, under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on February 7, 2023, under the Securities Act of 1933, as amended. This draft registration statement has not been filed, publicly or otherwise, with the U

This is a confidential draft submission to the United States Securities and Exchange Commission on February 7, 2023, under the Securities Act of 1933, as amended.