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~~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 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.)

~~2465~~RM1, ~~Farm~~5/F, ~~Market~~No. ~~359~~43 ~~South,~~Hung ~~Brookshire~~To Road, TXKwun ~~77423~~Tong,

Kowloon, Hong Kong 999077

(Address of principal executive offices, including ZIP Code)

~~(800) 909~~+852-~~8800~~54795450

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		INHD		The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 31, ~~2024~~2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $216,~~798~~953,~~633~~353.

As of December 315, ~~2024~~2025, there were 397,~~057~~948,~~043~~480 shares of common stock, no par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

		Page
PART I
ITEM 1:	BUSINESS	1
ITEM 1A:	RISK FACTORS	159
ITEM 1B:	UNRESOLVED STAFF COMMENTS	1513
ITEM 1C:	CYBERSECURITY	1513
ITEM 2:	PROPERTIES	1614
ITEM 3:	LEGAL PROCEEDINGS	1614
ITEM 4:	MINE SAFETY DISCLOSURES	1614
PART II
ITEM 5:	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES	1715
ITEM 6:	[RESERVED]	1916
ITEM 7:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	1916
ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	2520
ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2621
ITEM 9A.	CONTROLS AND PROCEDURES	2621
ITEM 9B:	OTHER INFORMATION	2622
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	2622
PART III
ITEM 10:	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	2722
ITEM 11:	EXECUTIVE COMPENSATION	3227
ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3530
ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3631
ITEM 14:	PRINCIPAL ACCOUNTING FEES AND SERVICES	3832
PART IV
ITEM 15:	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	3833
ITEM 16:	FORM 10-K SUMMARY	3935
SIGNATURES		4036

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this annual report, including in the following sections: “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. When used in this annual report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this annual report relating to our business strategy, our future operating results, and our liquidity and capital-resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you, therefore, against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

●

our ability to effectively operate our business segments;

●

our ability to manage our research, development, expansion, growth, and operating expenses;

●

our ability to evaluate and measure our business, prospects, and performance metrics;

●

our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry;

●

our ability to respond and adapt to changes in technology and customer behavior;

●

our ability to protect our intellectual property and to develop, maintain, and enhance a strong brand; and

●

other factors relating to our industry, our operations, and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF CERTAIN DEFINED TERMS

Unless the context otherwise requires, in this annual report on Form 10-K references to:

● the “Company,” “INNO,” the “registrant,” “we,” “our,” or “us” mean INNO HOLDINGS INC. and its subsidiaries; ● “year” or “fiscal year” means the year ending September 30; ● all dollar or $ references, when used in this prospectus, refer to United States dollars; ● “~~framing~~Hong Kong” ~~means~~or ~~the process of connecting building materials together to create a structure; ●~~ “~~stud~~HK” ~~means~~refers ato ~~vertical~~the ~~framing~~Hong ~~member~~Kong ~~which~~Special ~~forms~~Administrative ~~part~~Region of athe ~~wall~~People’s orRepublic ~~partition, also known as a wall stud, a fundamental component~~ of ~~frame construction~~China; ● “~~truss” means a web-like roof design that uses tension and compression to create strong~~HKD, ~~light components that can span a long distance; ● “joist~~” ~~means a horizontal structural member used in framing to span an open space, often between beams that subsequently transfer loads to vertical members; ●~~ “~~cold-formed steel~~HK$” or “~~CFS”~~H.K. ~~or “light-gauge steel~~Dollars” orrefers ~~“LGS”~~to ~~means~~the ~~steel~~official ~~products~~legal ~~shaped~~currency byof ~~cold-working~~Hong ~~processes carried out near room temperature, such as rolling, pressing, stamping, bending, etc.~~Kong; ● “~~turnkey~~Common ~~cost~~stock” isrefers ~~the total cost that must be covered before a product or service is ready~~ to beInno ~~sold~~Holdings ~~and~~Inc.’s ~~used~~shares byof ~~consumers;~~common ●stock, ~~“prefab”~~no ~~means~~par ~~a building manufactured in sections to enable assembly on site~~value.

PART I

ITEM 1. BUSINESS

Overview

INNO HOLDINGS INC. (“INNO,” “we,” “us,” or “Company”) is an innovative ~~building-~~technology company that ~~with~~engages ain ~~mission to transform~~ the ~~construction~~business ~~industry~~of ~~with~~recycled ~~our~~consumer ~~proprietary~~electronic ~~cold-formed steel-framing technology and other building innovations~~devices. ~~INNO~~We ~~recognized~~source ~~the inherent inefficiency~~ and ~~waste~~purchase ~~in traditional lumber~~pre-~~based~~owned ~~construction~~consumer ~~techniques~~electronic ~~and~~devices ~~sought to develop~~such ~~steel-based~~as ~~construction~~smartphones ~~technologies~~and totablets ~~solve the problems. INNO takes its name~~ from ~~“innovation”~~suppliers and issell ~~committed to~~ the ~~research~~ ~~and~~electronic ~~development~~devices ofto ~~steel~~wholesalers ~~studs/tracks/headers,~~that ~~providing~~re-sell ~~higher~~these ~~performance~~products ~~and~~to ~~greater~~their ~~efficiencies in all aspects of construction,~~wholesale ~~making better structural solutions for both commercial~~ and/or ~~residential~~retail ~~buildings,~~customers ~~resulting~~ in ~~substantial~~Southeast ~~labor cost savings~~Asia, inMiddle ~~our view.~~East ~~The Company’s products are created using a combination of intelligent machines and cutting-edge techniques to provide an optimal design solution of framing for engineers~~Asia, ~~builders,~~Europe and ~~construction~~other ~~companies~~regions. We ~~are~~conduct ~~currently~~our abusiness ~~manufacturer~~ of ~~cold-formed-steel members~~recycled ~~and~~consumer ~~we offer a full range of services required to transform raw materials into precise steel framing products and prefabricated~~electronic ~~homes.~~devices Wethrough ~~sell~~two ~~these~~Hong ~~finished~~Kong-based ~~products either to businesses or directly to customers. The finished products and cold~~wholly-~~formed-steel~~owned ~~members are~~subsidiaries ~~used~~Lear inGroup aLimited ~~variety of building types, including residential, commercial, industrial,~~ and ~~infrastructure.~~Baymax WeHigh ~~hope~~Technology ~~to transform the building industry by reducing construction times while providing more affordable~~Co., ~~environmentally sustainable~~Limited, ~~and~~acquired ~~durable solutions~~by ~~compared~~the toCompany ~~traditional~~in ~~construction~~October ~~materials~~ and ~~methods.~~December ~~We believe we are also well positioned to disrupt the construction industry~~2024, ~~which~~ ~~now accounts for $10 trillion of the global economy~~respectively.

WePreviously ~~work~~the ~~with~~Company ~~our~~engaged ~~customers~~in the business of manufacturing cold-formed-steel and offering a range of services required to ~~manufacture~~transform raw materials into precise steel framing products inand ~~accordance~~prefabricated ~~with~~homes. In the ~~customers’~~second ~~drawings~~quarter ~~and~~of ~~specifications.~~2025, ~~Our~~the ~~work~~Company ~~complies with~~decided ~~specific~~to ~~national~~discontinue its cold-formed-steel business and ~~international~~sold ~~codes~~all ~~and~~of ~~standards~~the ~~applicable~~Company’s toownership in the ~~construction~~subsidiaries ~~industry.~~through Wewhich ~~believe~~the ~~that~~Company weconducted ~~have~~its ~~earned~~cold-formed-steel ~~our~~business. ~~reputation~~From ~~through~~March ~~outstanding~~2025 ~~technical~~till ~~expertise~~April 2025, ~~attention~~the toCompany ~~detail,~~completed ~~and~~the adisposition ~~total~~of ~~commitment~~all toits ~~excellence~~ownership or membership interests in ~~customer~~its former ~~service~~wholly- and partially-owned subsidiaries, namely Inno Metal Studs Corp, Inno AI Tech Corp., Inno Disrupts Inc., and Castor Building Tech LLC.

Our primary manufacturing operations are located on approximately five acres in Brookshire, Texas. Our facility houses state-of-the-art equipment that gives us the capability to manufacture 15,000 linear feet of product per day. We offer a full range of services such as structural designs, metal stud production, and preassembly of metal studs into steel wall panels, which are required to transform raw materials into finished products that are compliant with local building codes. Our manufacturing capabilities include fabrication operations, such as cutting, punching, forming and assembling, and machine operations, which includes computer numerical controlled (“CNC”) machine operations. We also provide support services for our manufacturing capabilities: manufacturing engineering (planning, fixture and tooling development, and manufacturing), quality control (inspection and testing), materials procurement, production control (scheduling, project management, and expediting), and final assembly.

All manufacturing at our facility is done in accordance with our written quality assurance program, which meets specific national codes as well as international codes, standards, and specifications. For example, we have ICC-ES evaluation reports (ESR-4641) that show that our cold-formed steel-framing members are compliant with the 2018 and 2015 International Building Code (“IBC”), 2019 California Building Code (“CBC”), and 2020 Florida Building Code. The standards used for each customer project are specific to each customer’s needs, and we have implemented those standards into our manufacturing operations.

In 2024, we successfully launched a new revenue stream through our newly established subsidiary, Inno AI Tech Corp., which specializes in research and consulting services.

Our Products

~~Cold-Formed~~Recycled ~~Steel~~consumer ~~Framing~~electronic devices

~~Cold-formed~~The ~~steel~~recycled isconsumer ~~the~~electronic ~~material~~devices ofoffered ~~choice to lower building costs and adapt to modular or off-site buildings. It is consistent in quality and form, and it can be shipped preassembled or it can be assembled on-site~~ by ~~workers~~us ~~with~~include ~~little~~smartphones ~~training.~~(various ~~Our~~models ~~steel~~of ~~roof~~iPhone) ~~trusses, wall panels,~~ and ~~joist~~tablets ~~systems~~(various ~~are~~models aof ~~cost-effective noncombustible alternative to traditional building materials~~iPad). ~~They are~~ ~~now~~For ~~commonly~~the ~~used~~years toended ~~build~~September ~~apartments~~30, ~~hotels~~2025, ~~temporary~~revenues ~~housing,~~generated ~~nursing~~from ~~homes,~~recycled ~~commercial~~iPhones ~~buildings,~~accounted ~~industrial~~for ~~buildings,~~100% ~~and single-family detached homes. These types~~ of ~~structures are expected to be the targets of~~ our ~~Company’s sales and marketing team~~revenue.

1We expect to expand our products into more categories in the future including but not limited to laptops, such as MacBook, and other accessories, such as smartwatches and headphones.

Our proprietary cold-formed roller machines are equipped with proprietary software, which optimizes production efficiency and supports individual part customization to ensure each cold-formed-steel member is produced to the exact specifications of the plans. Our intelligent machines can precisely cut and punch out steel studs, leaving channels for the mechanical, electrical, and plumbing designs. We arrive at an accurate, comprehensive, and information-rich design model with the utilization of light-gauge steel-framing engineering software, which creates a digital model of the project that includes all functional systems, geometric features, and aesthetics, such as electrical wiring, air conditioning, doors, and windows. The light-gauge steel-framing engineering software is a shared multidisciplinary resource that allows collaborators to achieve maximum efficiency and effectiveness by compressing design lead time. We have created a full BIM solution that instructs our advanced cold-formed roller machines to produce each steel-framing piece to certain specifications.

After the design phase, our top-quality raw materials are processed on several production lines, each with made-to-order specific dimensions, screw holes, and cross-cut stitching. These customizations reduce the need for on-site manual calculations and simplify the assembling steps, both of which increase construction efficiency and reduce labor costs. All steel-framing products produced by our Company are International Code Council (ICC) certified. The International Code Council is the leading global source of model codes and standards and building safety solutions that include product evaluation, accreditation, technology, training, and certification. The Code Council’s codes, standards, and solutions are used to ensure safe, affordable, and sustainable communities and buildings worldwide.

Our modular steel building framing systems avoid construction delays caused by partial or unsynchronized delivery of different building components. By breaking away from the methods of traditional stick-built building, our customers report that their construction timelines have been reduced by at least 20%.

Castor Cube

Due to high housing prices, some are having difficulties purchasing a home. Housing market trends have shown a gradual preference for modular homes, which is a prefabricated building that consists of repeated sections called modules, and involves constructing sections away from the building site, then delivering them to the intended site where the installation is completed. We believe demand for prefab homes is on an upward growth trend in the United States. According to the Straits Research Institute, North America’s share of the global modular building market was valued at $28 billion in 2021 and is expected to grow to $53 billion by 2030, representing a CAGR of 7%. According to the summary of an IBISWorld report titled, “Prefabricated Home Manufacturing in the US — Market Size 2002-2029,” the prefabricated home manufacturing market size in the U.S. is expected to be $9.1 billion in 2023. We expect to capitalize on this trend by providing high-quality and affordable modular homes.

Most consumers are drawn to prefab homes because of their cost-effectiveness, efficiency, and permanent property characteristics. Castor Cube is a low-maintenance, single-story, 743-square-foot manufactured home with 4 color options that can resist earthquakes, withstand winds, and prevent pests. It is a cold-formed-steel building system equipped with honeycomb panels, and it is designed to maximize the strength-to-weight value. As a result, it yields high structural stability. Castor Cube can be built on a foundation or used as a mobile home.

The Castor Cube can be built on a foundation steel chassis, which can be single or used as a mobile multi-sectioned. We are expanding and improving our facility in Texas and anticipate that this modular home product will be completely constructed within the next couple years. Once built, it will be transported to permanent locations for installation. The timeline for product delivery is not affected by weather since it will be manufactured in our 100% climate-controlled factory. Furthermore, we expect that streamlined building process will shorten the completion time.

Mobile Factory: Off-site Equipment Rental, Sales, Service, and Support

We believe innovative technology can increase productivity in the building sector. Research and development of more efficient methods in the manufacturing and building space is at the forefront of our business model.

Our Mobile Factory is an all-in-one, secured production facility that will produce steel-framing members onsite. It can print wall panels, floor truss, and roof truss components. The size is customized for a trailer, which enables it to be transported anywhere, ranging from metropolitan suburbs to remote areas with little to no infrastructure. It is designed to enable immediate stud production on any site.

Our Mobile Factory is complete with metal stud production equipment and a diesel generator. This generator can supply continuous power to our cold-formed roller machine. The production capacity of our Mobile Factory is at least 1,000 linear feet per day. We believe this innovation is the good solution for urgent deployment in disaster areas or remote areas. It is designed to reduce the cost and time of transportation of metal studs, which we believe can drive a lower carbon footprint for larger projects.

The Mobile Factory is operated and managed by Internet of Things (“IoT”) technology, a network of physical objects that are embedded with sensors, software and other technologies for the purpose of connecting and exchanging data with other devices and systems over the internet. INNO developed its proprietary IoT production management system independently. The system controls equipment and manages the Mobile Factory via a dashboard, allowing the user to gain a comparative understanding of production parameters, such as operation data, machinery breakdown data, uptime data and production efficiency.

Related Services

We may from time to time participate in land development and contractor services if an opportunity exists to leverage our products. Specifically, we have evaluated the development of apartment complexes, retirement communities, and remodels for projects that would incorporate our metal framing studs. For example, we have agreed to provide project development services for our contract with Vision Opportunity Fund LP (assigned to Vision 101), partially owned by a minority shareholder of the Company, related to the development of an approximately 110,000 square feet retirement community.

In February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services. Throughout the year, we successfully supported a client in establishing a steel technology company. Our services included incorporation assistance, comprehensive training programs, in-depth market research, and strategic business development guidance. This engagement generated consulting revenue of $205,000.

Our Customers

WeCurrently ~~can~~we ~~serve~~derive ~~commercial,~~all ~~residential,~~of ~~and~~our ~~industrial~~revenues ~~projects.~~from ~~For~~wholesale ~~the~~customers. ~~cold-formed~~Such ~~steel-framing~~wholesaler ~~business, the sales model is business-to-business because the main~~ customers ~~are~~purchase ~~developers,~~recycled ~~builders,~~consumer ~~and~~electronic ~~contractors.~~devices ~~For~~from us ~~the Castor Cube prefab home products~~ and ~~the~~then ~~consulting~~re-sell ~~services performed~~them byin ~~Inno~~Southeast ~~AI Tech Corp.~~Asia, ~~the~~Middle ~~sales~~East ~~model~~Asia, isEurope ~~expected~~and toother ~~be either business-to-business or business-to-customer~~regions.

On a year-to-year basis we are generally dependent on a small number of major customers that change year to year. Our written agreements with major customers normally terminate upon completion, and our major customers change from year to year. For the year ended September 30, 2024, three customers accounted for 90% of the Company’s total revenues, respectively. For the year ended September 30, 2023, three customers accounted for 53%. As of September 30, 2024, $Nil outstanding of accounts receivable. Accounts receivable from one customer accounted for 100% of the Company’s total accounts receivable as of September 30, 2023.

These agreements contain standard construction and supplier agreement terms including payment schedules, performance schedules, the ability to subcontract, insurance obligations and indemnification provisions, and confidentiality provisions. Our written agreements with these customers generally terminate upon completion of the project or early terminate upon mutual agreement of the parties and contain provisions restricting our right to assign the agreement.

Our Suppliers

~~Historically~~We wecurrently rely on a limited number of suppliers. ~~For~~that ~~the~~collect ~~year~~pre-owned ~~ended~~consumer ~~September~~electronic ~~30,~~devices ~~2024,~~from ~~two~~network ~~suppliers~~carriers, ~~accounted for 58% of the Company’s~~companies, ~~total~~and ~~purchases~~individuals. For the year ended September 30, ~~2023~~2025, ~~three~~two suppliers accounted for ~~57%~~all of the Company’s total purchases. AsWe endeavor ofto ~~September~~broaden ~~30,~~our ~~2024~~supplier ~~and~~base. ~~2023~~However, ~~accounts~~we ~~payable~~maintain toa ~~two~~high ~~suppliers~~standard ~~accounted~~requirement for ~~51%~~supplies ~~and 55%~~ of ~~the~~recycled ~~Company’s~~consumer ~~total~~electronic ~~accounts payable, respectively~~devices. Before Wepurchasing ~~currently~~products dofrom ~~not~~a ~~have~~new ~~written~~supplier, ~~agreements~~the ~~with~~Company ~~these~~will ~~suppliers~~perform ~~or,~~a ~~generally~~background check, ~~with~~taken ~~any~~into ofconsideration ~~our~~the ~~suppliers.~~new ~~All of our purchases~~supplier’s ~~from~~past ~~these~~track ~~suppliers are made by way of individual orders~~record.

Our Competitive Strengths

~~Technology~~Purchase ~~Innovations~~and sale of high quality Like-New products

~~INNO~~Recycled ~~recognizes~~consumer ~~that~~electronic nodevices ~~technology~~vary orgreatly ~~product~~in istheir ~~completely~~quality. ~~immune~~Our tobusiness ~~being~~strategy ~~copied, and therefore the company~~ is ~~committed~~purchasing ~~to being a pioneer in the industry by constantly researching~~ and ~~developing~~selling ~~new~~high ~~technologies,~~quality ~~and~~Like-New ~~being~~electronic devices ~~ahead~~that inhave ~~various~~minimal ~~aspects~~signs of ~~the industry such as regulations~~use, ~~equipment autonomy~~scratches, ~~design~~cracks ~~technology,~~or ~~production~~scuffs ~~efficiency, new product birth, orderly management, coordinated transportation, remote production, etc. In this way, INNO aims~~ to ~~have~~ the ~~most~~screen ~~advanced~~or ~~and~~rear ~~comprehensive~~housing. ~~technology~~Such inbusiness ~~the~~strategy ~~industry and be the true~~contributes ~~technological barrier for competitors~~ to ~~overcome.~~not ~~INNO~~only ~~focuses~~high efficiency on ~~patentable~~inspection, ~~innovative~~testing ~~products~~ and ~~commercializing~~refurbishment ~~research~~of ~~discoveries in~~ the ~~cold-formed~~purchased ~~steel~~products ~~industry~~but inalso ~~the~~extremely ~~U.S.~~low ~~and~~return ~~committed~~rate ~~to bringing innovation in the field of thin-walled structures, cold-formed~~from ~~steel~~our ~~building~~global ~~technology, and design methodology for resilient buildings~~customers.

~~Fully~~Dynamic ~~Integrated~~inventory ~~Manufacturing~~level ~~Process~~management

~~Compared~~We tomaintain ~~other~~a ~~traditional~~dynamic ~~metal~~level ~~stud~~of ~~manufacturers,~~inventories ~~INNO~~of ~~differentiates~~recycled ~~itself~~consumer byelectronic ~~integrating services from design to metal stud production to prefabrication~~devices, ~~utilizing~~based ~~off-site building technology to reduce the need for~~ on~~-site~~ ~~framing~~our ~~labor.~~knowledge ~~This~~of ~~approach allows INNO to streamline~~ the ~~production~~prevailing ~~process,~~market ~~increase efficiency, and reduce dependency on labor. By implementing off-site building technologies,~~trend ~~INNO is able to prefabricate~~ and ~~assemble~~estimation ~~many components~~ of ~~the~~electronic ~~building~~devices inprice ~~a factory setting, which can lead to improved quality control, faster construction times and reduced on-site labor costs~~fluctuation. ~~This~~We ~~approach~~continuously ~~allows~~adjust ~~INNO~~our toinventory belevels aby ~~leader~~lowering ininventory ~~the~~of ~~metal studs manufacturing~~products ~~industry~~ in ~~the~~downward ~~U.S.~~trend and ~~set~~increasing ainventory ~~new~~of ~~standard~~those ~~for~~in ~~the~~upward ~~building industry~~trend.

~~Compared~~Fast response to ~~other prefab home companies, INNO sets itself apart by making an innovation in the overall structure system and developing~~ our own patent pending panel material for faster installation. Unlike other prefab home competitors who still use traditional wood-stick building methods or other unique liquid material (required by 3D printing), which are not as efficient and may not be able to guarantee delivery times, INNOcustomers’s patent pending panel material and overall structure system allows for faster installation, improved efficiency and guaranteed delivery times. This allows INNO to offer a more efficient and cost-effective solution for prefab home building and maintain a competitive edge in the market. Additionally, INNO’s patent pending material and system can guarantee the quality and safety of the building, which is a significant advantage over the other prefab home companies.needs

~~Rising~~We ~~Cost~~respond fast to our customers’ needs. The fast response is enabled by the inventories maintained in our leased warehouse in Hong Kong that are ready for shipping to our customers. Also, since our products are high quality Like-New devices, our warehouse personnels can quickly package and ship the goods via third party couriers. These measures help shorten the time between our receipt of ~~Traditional~~customers’ orders ~~Wood~~and ~~Construction~~the ~~Favors~~delivery ~~Transition~~of the goods. Fast response to ~~Steel~~our customers’ needs contribute to higher level of customer loyalty to our products.

~~Utilizing~~Flexible ~~INNO’s~~product ~~off-site~~pricing building technology can significantly reduce overall construction costs, even when compared to wood building. The past several years of western wildfires in the United States have had a significant impact on lumber stocks and mills, leading to disruptions in supply and fluctuations in lumber prices. A study by the Steel Framing Industry Association (SFIA) indicates that the cost to build with cold-formed steel is relatively the same as building with wood when the cost comparison includes the construction insurance premiums associated with using the materials. As the price of wood no longer provides a cost advantage, alternative building materials like steel have become increasingly popular in the market. By leveraging its off-site building technology, INNO is able to offer a cost-effective solution that takes advantage of the cost benefits of steel building while also providing faster and more efficient construction.algorithm

We ~~are~~have ~~keeping~~developed ~~our prices at~~ a ~~competitive~~database ~~level~~and ~~with~~algorithm ~~traditional~~for ~~wood~~pricing ~~framing~~strategies ~~solutions.~~in Inpurchase aand ~~recent~~sales ~~internal case study, we found that INNO’s products delivered real-world cost-savings~~ of ~~8-16%~~recycled ~~compared~~consumer toelectronic ~~wood framing~~devices. ~~This~~We ~~study compared our solution against wood~~are ~~for~~able ato ~~2,2663~~set ~~square~~prices ~~feet. home built~~ in ~~2022,~~a ~~for~~flexible ~~which~~way weto ~~supplied~~balance ~~materials.~~demands ~~Based on fully quoted materials~~ and ~~estimated~~profitability ~~labor~~by ~~and insurance~~comprehensively ~~costs,~~considering wefactors ~~estimate~~including the ~~contractor~~current market ~~saved~~price ~~16%~~of bysimilar ~~using INNO~~ products, ~~compared~~historical totransaction ~~wood~~prices ~~framing.~~of ~~For~~similar ~~the “low” scenario~~products, we ~~recently~~size ~~requested~~of ~~updated wood bids and used~~ the ~~lowest one; in this case~~order, wespecifications ~~estimate~~of ~~that~~the ~~INNO~~ products, and ~~would~~the ~~have~~quantity ~~provided~~of the ~~contractor~~ ~~with 8% savings~~products.

Strategic location of Hong Kong

Our operating subsidiaries, Lear Group Limited and Baymax High Technology Co., Limited, are located in Hong Kong. Hong Kong is one of the busiest ports and enjoys the advantage of duty-free status, making it a major hub for the global recycled electronic devices industry. Located in Hong Kong, the Company can conveniently receive recycled electronic devices from, and have them dispatched to, most of the regions in the world.

Marketing

We endeavor to broaden our customer base. Our marketing strategy is a long-term plan to achieve our Company’s mission by understanding the needs of customers and creating a distinct and sustainable competitive advantage. We intend to leverage our marketing and sales efforts to establish new potential customers. We also intend to leverage customer referrals, which in the past have been a source of new business. We believe that the reputation we have developed with our current customers represents an important part of our marketing effort.

We have a digital market channel and a social media presence. Our marketing channels include creating and implementing ad campaigns, and word of mouth. Also, we are actively conducting market research to determine the viability of our new products and new patents. We have increased our marketing budget and formed a professional sales team to increase our online marketing, which we believe can help us grow our revenue.

Business Plan

Diversify the product portfolio

We built a solid business model of recycling and reselling smartphones and tablets. With the experience and capital gained over the years, we plan to further diversify our product portfolio by participating in laptops, such as MacBook, and other accessories, such as smartwatches and headphones.

Expand into strategic overseas markets

The Company expects the recycled consumer electronic devices market to experience robust growth in Southeast and Middle Asia in the near future. To shorten the supply chain and better interact with the clients located in these strategic markets, the Company intends to set up offices in Singapore, Malaysia, Dubai and other areas in Southeast and Middle Asia in the next five years. We expect this strategic move to help increase its revenues and market presence.

Expand the wholesale business and develop a B2B Marketplace Platform

We plan to further expand our wholesale customer base in recycled consumer electronic devices. The Company is now in process of developing a Business to Business (“B2B”) marketplace platform that will facilitate manufacturers and distributors as suppliers to sell direct to business buyers as wholesalers. This marketplace platform, empowered by cloud computing, big data, and high-frequency matchmaking technology, will provide sellers with marketplace technology to enhance and grow their business while offering buyers access to an exclusive collection of top brands at or below wholesale prices. The platform is expected to supplement the Company’s traditional business model of individual negotiations and attract potential customers. We expect to obtain more customers and suppliers through this marketplace platform.

Potential acquisitions for horizonal and vertical integration

In accordance with our growth strategy, the Company intends to pursue horizonal and vertical integration by acquiring companies operating within the industry of recycled consumer electronic devices. The objective of this horizonal and vertical integration is to strengthen and expand our capabilities within the market. We will position ourselves to offer a comprehensive range of solutions encompassing the entire value chain of recycled consumer electronic devices.

To fortify our supply chain and augment our capabilities, we will consider the strategic acquisition of distributors/wholesalers with the proceeds from our equity and/or debt financing activities to pursue potential acquisitions. The targeted companies would include the ones that enjoy the popularities in the industry, including but not limited to the companies that have already built stable sales connection to whole and retail customers in regions that we currently do not reach to, such as North and South America. The Company may also consider the strategic acquisition of its competitors within the industry in order to strengthen its capabilities of inspection, testing and refurbishment as well as pricing.

Recruit additional employees

We plan to employ additional personnel to meet the Company’s growth needs. Our hiring plan includes the recruitment of marketing personnel to build and improve our brand recognition, the sales personnels to meet and satisfy the increased wholesale demands from our existing and new customers, and also a financial and accounting team to strengthen our financial control system.

Enhance business infrastructures

The Company plans to upgrade its business infrastructure to better prepare for its future growth, including the inventory management and information system. In order to improve our dynamic inventory management, we plan to upgrade the inventory management system so that the Company’s inventories of recycled consumer electronic devices can be maintained at a more efficient and flexible level. In addition, the Company may develop a proprietary device testing software to further facilitate the inspection and testing process of purchased recycled consumer electronic devices. With the updated infrastructures, we expect to increase the efficiency and data security in our business operations.

Seasonality

We experience a moderate level of seasonality in our business primarily as a result of new product launches by consumer electronic devices manufacturers and promotional campaigns by e-commerce platforms. New product launches by major cell phone brands such as Apple each year also boost our customer traffic and purchase orders. All of these activities can affect our results for those quarters. The seasonality in our business also results from major promotions and holidays such as Black Friday, Cyber Monday, and Christmas Holiday. Overall, the historical seasonality of our business has been relatively moderate. Our financial condition and results of operations for future periods may continue to fluctuate.

Radio Dealers License (unrestricted)

Our operating subsidiaries Lear Group Limited and Baymax High Technology Co., Limited have obtained the Radio Dealers License (Unrestricted), the document required to conduct the trade or business in apparatus or material for radio-communications or any components part thereof, including the performing of repairs and refurbishment, and the import and export of radio-communications transmitting apparatus. The current term of the License of Lear Group Limited and Baymax High Technology Co., Limited will expire on September 30, 2025 and December 31, 2025, respectively. We will comply with the requirements and keep the license valid.

Competition

The recycled consumer electronic wholesale industry in Hong Kong is competitive and relatively fragmented, with approximately 1,000 wholesalers engaged in sourcing, grading, refurbishing and resale of pre-owned consumer electronic devices. The major competitors of the Company include the following:

●

Guang Yi Co. Ltd., founded in 2020, is primarily engaged in the international wholesaling and trading of cellphones and other consumer electronic devices in various grades, including brand new, nearly new, and average grading. Suppliers of Guang Yi Co. Ltd. include telecommunication companies and over 100 other vendors. In addition, the Guang Yi Co. Ltd. has built a global buy-back network to recycle pre-owned cellphones through a B2C channel.

●

Brightway Trading Co., established in 2013, is focusing on the submarket of cell phones returned by customers. Brightway Trading Co. sources cellphones of all conditions from Europe, the U.K., the U.S.

●

CommNet Telecom Limited, a Hong Kong based consumer electronic devices recycling firm that started its business in 2004, specializes in the import and export of brand new and used cell phones. The majority of CommNet Telecom Limited’s suppliers are located in the U.S. and the U.K.

Government Regulations

As we conduct business in Hong Kong through our wholly-owned subsidiaries, our business operations are subject to various regulations and rules promulgated by the Hong Kong government. The following is a brief summary of the Hong Kong laws and regulations that currently and materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed regulations and legislation relating to the industries in which we operate.

Hong Kong Laws and Regulations Relating to Trade Descriptions

Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (the “TDO”), which came into full effect in Hong Kong on April 1, 1981, aims to prohibit false or misleading trade description and statements to goods and services provided to the customers during or after a commercial transaction. Pursuant to the TDO, any person in the course of any trade or business applies a false trade description to any goods or supply or offers to supply them commits an offence and a person also commits the same offence if he/she is in possession for sale or for any purpose of trade or manufacture of any goods with a false description. The TDO also provides that traders may commit an offence if they engage in a commercial practice that has a misleading omission of material information of the goods, an aggressive commercial practice, involves bait advertising, bait and switch or wrong acceptance of payment. It is also an offence for any person to have in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied. To amount to a false trade description, the falsity of the trade descriptions has to be to a material degree. Trivial errors or discrepancies in trade descriptions would not constitute an offence. What constitutes a material degree will vary with the facts.

~~Market~~Contravention ~~Opportunity~~of the prohibitions in the TDO is an offence, with a maximum penalty of up to HK$500,000 and five years’ imprisonment. However, the TDO also provides regulators with the ability to accept (and publish) written undertakings from businesses and individuals not to continue, repeat or engage in unfair trade practices in return of which regulator will not commence or continue investigations or proceedings relating to that matter. Regulators will also be empowered to seek an injunction against businesses and persons engaging in unfair trade practices or who have breached an undertaking.

~~Light-Gauge~~Hong ~~Steel-Framing~~Kong ~~Market~~Laws and Regulations Relating to Sale of Goods

~~According~~Pursuant to Sale of Goods Ordinance (Chapter 26 of the ~~report~~Laws ~~released~~of byHong ~~Grand~~Kong) ~~View~~(the ~~Research~~“SOGO”), which came into full effect in ~~2022~~Hong Kong on August 1, ~~titled~~1896, ~~“Light~~in ~~Gauge~~every ~~Steel~~contract ~~Framing~~of ~~Market~~sale, ~~Size~~there is an implied warranty that the goods are free, ~~Share~~and &will ~~Trends~~remain ~~Analysis~~free until the time ~~Report~~when Bythe ~~Type~~property ~~(Skeleton~~is ~~Steel~~to ~~Framing~~pass, ~~Wall~~from ~~Bearing~~any ~~Steel~~charge ~~Framing),~~or Byencumbrance ~~End-use~~not ~~(Commercial,~~disclosed ~~Residential),~~or Byknown ~~Region,~~to ~~And~~the ~~Segment~~buyer ~~Forecasts,~~before the contract is made and that ~~2023~~the -buyer ~~2030”,~~will enjoy quiet possession of the ~~global~~goods ~~light-gauge~~except ~~steel-framing~~so ~~market~~far ~~was~~as ~~valued~~it atmay ~~$37.27~~be ~~billion~~disturbed inby ~~2023~~the ~~and~~owner isor ~~expected~~other person entitled to ~~reach~~the benefit ~~$52~~of any charge or encumbrance so disclosed or known.73 The SOGO provides that there is an implied condition that the goods shall ~~billion~~correspond bywith ~~2030,~~the ~~growing~~description atwhere there is a ~~CAGR~~contract for the sale of ~~5.1%~~goods ~~from~~by ~~2023~~description, and there is any implied condition or warranty as to ~~2030.~~the ~~The~~quality ~~substantial~~or ~~rise~~fitness infor ~~construction~~any ~~spending~~particular ~~and~~purpose of goods supplied under a ~~shift~~contract inof ~~trend~~sale. ~~toward~~Where the seller sells goods ~~sustainable~~in ~~materials~~the ~~have~~course ~~contributed~~of toa ~~higher~~business, ~~energy~~there ~~efficiency~~is atan aimplied ~~lower~~condition ~~cost,~~that inthe ~~turn~~goods ~~driving~~supplied under the ~~market~~contract ~~demand~~are ~~for~~of ~~light-gauge~~merchantable quality, except ~~steel~~that ~~frames.~~there ~~According~~is no such condition (i) as regards defects specifically drawn to ~~KBV~~the ~~Research~~buyer’s ~~report~~attention ~~released~~before inthe ~~February~~contract ~~2022~~is made; or (ii) if the buyer examines the goods before the contract is made, ~~titled~~as ~~“North~~regards ~~America~~defects ~~Light~~which ~~Gauge~~that ~~Steel~~examination ~~Framing~~ought to reveal; or (iii) ~~Market~~if ~~Size,~~the ~~Share~~contract ~~and~~is ~~Industry~~a ~~Trend~~contract ~~Analysis~~for ~~Report~~sale Byby ~~Type~~sample, Byas ~~End~~regards ~~Use~~defects which would have been apparent on a reasonable examination of the sample. Where there is a contract for sale by sample, Bythere ~~Country~~are implied conditions that (i) the bulk shall correspond with the sample in quality, ~~Historical~~(ii) ~~Data~~the buyer shall have a reasonable opportunity of comparing the bulk with the sample, and ~~Growth~~(iii) ~~Forecast~~the goods shall be free from any defect, ~~2021-2027~~rendering them unmerchantable,~~” the~~ U.which S.would ~~market~~not ~~has~~be ~~dominated~~apparent on reasonable examination of the ~~North~~sample. ~~American~~Under ~~cold-formed~~SOGO, ~~steel-framing~~where any ~~market~~right, ~~and~~duty or liability would arise under a contract of sale of goods by implication of law, it ismay ~~expected~~(subject to ~~continue~~the toControl of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be anegatived ~~dominant~~or ~~market player~~varied ~~until~~by ~~2027;~~express ~~thereby~~agreement, ~~achieving~~or aby ~~market~~the ~~value~~course of ~~$7.2~~dealing ~~billion~~between the parties, or by ~~2027~~usage if the usage is such as to bind both parties to the contract.

~~According~~Telecommunications toOrdinance ~~the~~(Chapter ~~summary~~106 of ~~an IBISWorld report titled, “Wood Framing in~~ the USLaws -of ~~Market~~Hong ~~Size, Industry Analysis, Trends and Forecasts (2024-2029~~Kong)~~,” the~~ wood framing market size in the U.S. is expected to be $27.5 billion in 2024. Since the wood structures could be replaced by cold-formed-steel structures, INNO’s target market size includes the wood-framing market. If we combined the US light gauge steel (~~which we estimate to be currently at approximately $6 billion based on~~ the ~~projected market value of $7.2 billion by 2027~~‘‘TO’’) ~~and wood framing market ($27.5 billion) opportunities in 2024, we estimate it would amount to a $33.5 billion market opportunity in which INNO competes.~~

~~Prefabricated~~Under ~~Building~~the ~~Market~~TO, a license, namely Radio Dealers License (Unrestricted), is required for dealing in the course of trade or business in apparatus or material for radio communications or in any component part of any such apparatus or in apparatus of any kind that generates and emits radio waves whether or not the apparatus is intended, or capable of being used, for radio communications. However, the above requirement does not apply to licensed exempted radio communications apparatus (e.g., mobile phones, short-range walkie-talkies, cordless phones) meeting prescribed specifications. Under the Radio Dealers License (Unrestricted), the licensee is permitted to deal in radio communications apparatus pursuant to section 9 of the TO. A Radio Dealers License (Unrestricted) is generally valid for a period of 12 months, and is renewable on payment of the prescribed fee, at the discretion of Office of the Communications Authority (“OFCA”).

~~According~~Our tooperating ~~the~~subsidiaries ~~summary~~Lear ofGroup anLimited ~~IBISWorld~~and ~~report~~Baymax ~~titled~~High Technology Co., ~~“Prefabricated~~Limited ~~Home~~are ~~Manufacturing~~licensees inof the USRadio ~~market~~Dealers ~~size~~Licenses (~~2024-2029~~Unrestricted),”. The ~~the~~material ~~prefabricated home~~licensing ~~manufacturing~~conditions ~~market~~are: ~~size~~(a) into store the ~~U.S.~~licensed isapparatus ~~expected~~at toa bespecified ~~$13.3~~address, ~~billion~~(b) into ~~2024.~~display ~~According~~the tolicense at the licensed ~~report~~premises, ~~released~~(c) byto ~~Global~~keep ~~Industry Analysts,~~and ~~Inc,~~maintain ~~titled~~complete ~~“Prefabricated~~and ~~Buildings~~accurate -registers ~~Global~~for ~~Strategic~~the ~~Business~~last ~~Report”~~twelve months, of the ~~global~~licensed ~~prefabricated~~apparatus ~~building~~and of ~~market~~the licensee’s dealings and transactions therewith, ~~estimated~~ atexcept ~~$117.4~~those ~~billion~~apparatus inwhich ~~the~~have ~~year~~been ~~2022~~exempted, is(d) ~~projected~~not to ~~reach~~deal alocally in ~~revised~~radio ~~size~~apparatus which is not of ~~$202.7~~a ~~billion~~type approved by ~~2030,~~the ~~growing~~Communications atAuthority aor ~~CAGR~~not oflicensable ~~7.1%~~in Hong Kong; and to only deliver ~~over~~radio ~~the~~apparatus ~~analysis~~to ~~period~~a ofcustomer ~~2022~~if ~~through~~(i) ~~2030.~~they ~~According~~have tobeen ~~Straits~~exempted ~~Research~~by ~~Institute~~statute, (ii) the ~~U.S.~~customer ~~modular~~is ~~home~~not ~~market~~a tourist and is ~~projected~~licensed to possess beor ~~valued~~use atthe ~~$53~~apparatus, ~~billion~~or in(iii) ~~2030~~the customer is a tourist who intends to export the apparatus after purchase.

Prefabricated houses are those that are built with the help of prefabricated building materials. These building materials are prefabricated in an off-site facility and then transported to the desired location for assembly. The building materials used to develop prefabricated houses are divided into concrete-based and metal-based materials. The market is being driven by factors such as shorter construction times and cost savings. The market is also benefiting from increased customer interest in reducing CO2 emissions, green building, and waste reduction.

Regulatory and Governmental Pressures for Change

President Biden’s Executive Order 14057 on the adoption of the federal Sustainable Development Catalyst for America’s Clean Energy Industry and Jobs and the accompanying federal Sustainable Development Plan establish the ambitious goal of achieving zero emissions from building by 2045. The federal government will work on new construction, major renovations, and existing real estate to achieve linked electrification, reduced energy use, lower water consumption and waste reduction. The federal government will develop data-driven targets and annual indicators for energy and water reduction by 2030 based on leading performance benchmarks for building type categories and the composition of institutional building portfolios. As part of this journey, the federal government will use performance contracts to reduce emissions, improve efficiency, and modernize facilities while providing financial savings.

In 2021, the Los Angeles City Council Public Safety Committee approved a proposal to expand Fire District I, an anachronistic planning overlay that would effectively ban wood-frame building in much of the city. The motion currently winding its way through City Council would expand Fire District I to neighborhoods with a population density of 5,000 residents per square mile, among other areas. With nearly all of Los Angeles comfortably above 5,000 residents per square mile, this expansion would effectively ban timber and wood-frame building in much of the city, including many rapidly growing neighborhoods near transit.

~~Sustainability~~Radio Dealers Licenses have different dates of grant and ~~Green~~are ~~Building~~valid for a period of 12 months. Lear Group Limited’s and Baymax High Technology Co., Limited’s radio dealers license will expire on September 30, 2026 and December 31, 2025, respectively, and will be renewed upon expiry (subject to the discretion of OFCA). We will renew the Radio Dealers Licenses in accordance with the Telecommunications Regulations (Chapter 106A of the Laws of Hong Kong) by paying the required renewal fee to OFCA. We are not aware of any legal impediment to renew the Radio Dealers Licenses subject to the conditions below: (I) We have to pay to OFCA the required renewal fee as may from time to time be determined and required by OFCA on or before the respective date of expiry of the Radio Dealers Licenses; and (II) We have to comply with the “General Conditions to be observed by Licensee of Radio Dealers License (Unrestricted)” and the “Conditions” set out in the Radio Dealers Licenses.

~~Manufacturing~~Consumer ofGoods ~~materials~~Safety ~~for~~Ordinance ~~buildings~~(Chapter ~~and~~456 ~~construction accounted for approximately 11%~~ of ~~global energy-related CO2 emissions in 2017 according to~~ the ~~Global~~Laws ~~Status Report 2018, Global Alliance for Buildings and Construction & International Energy Agency. Increased global awareness~~ of ~~green~~Hong ~~building~~Kong) ~~has driven efforts among all levels of government. For example, local governments are beginning to regulate in favor of using alternatives to wood in building projects. To reduce~~ (the ~~city’s~~“CGSO”) ~~vulnerability~~and toConsumer ~~wildfires,~~Goods ~~the~~Safety ~~Los~~Regulation ~~Angeles City~~(Chapter ~~Council~~456A ~~voted in early 2021 to explore a proposal that could prohibit the use~~ of ~~wood-frame building for larger developments in some of its most densely populated neighborhoods. Similarly,~~ the ~~Los~~Laws ~~Angeles City Council Public Safety Committee approval~~ of aHong ~~proposal~~Kong) ~~in 2021 to expand Fire District 1, an anachronistic planning overlay that would effectively ban wood-frame building in much of~~ (the ~~city. In most U.S. cities, fire safety is ensured by the International Building Code (IBC~~“CGSR”)~~, which sets strict rules on allowable building materials and methods.~~

~~Cold-formed~~The ~~steel~~CGSO ~~framing (“CFS”)~~ is aenacted ~~highly~~to ~~sustainable,~~impose ~~green~~a ~~building~~duty ~~solution.~~on ~~Through~~manufacturers, ~~technological~~importers ~~advances~~ and ~~processing~~suppliers ~~changes, steel~~of ~~has~~certain ~~drastically~~consumer ~~reduced~~goods ~~its~~to ~~carbon~~ensure ~~footprint.~~that ~~CFS~~the ~~boasts~~consumer agoods they ~~high~~supply ~~level~~are ofsafe. ~~recyclability,~~Electrical ~~energy~~products ~~savings~~ and ~~greenhouses~~any ~~gas~~other ~~reduction. Due~~goods tothe ~~its~~safety ~~inherent~~of ~~advantages~~which ~~such~~is ascontrolled ~~fire-resistance,~~by ~~termite~~specific ~~resistance,~~legislation ~~consistent~~are ~~material~~not ~~quality and sustainability, we believe~~covered ~~cold-formed~~by ~~steel will be~~ the ~~optimal alternative building material~~CGSO.

~~Marketing~~The CGSO prohibits a person from supplying, manufacturing, or importing into Hong Kong consumer goods unless the consumer goods comply with the general safety requirement or an approved standard for consumer goods. Currently there is no approved standard which has been approved in any regulation to the CGSO. Contravention with the above requirement is an offence and the offender is liable on first conviction to a fine at HK$100,000 and to imprisonment for one year, and on subsequent conviction to a fine of HK$500,000 and to imprisonment for two years.

WeIt ~~are~~is ~~an innovative building-technology company with~~ a ~~mission~~defense to ~~transform~~ the ~~construction~~above ~~industry~~offence ~~with~~if ~~our~~the ~~proprietary~~commission ~~cold-formed steel-framing~~of ~~technology~~the ~~and~~offence ~~other~~was ~~innovations.~~due ~~While~~to we(a) ~~have~~the ~~significant~~act ~~customer~~or ~~concentrations,~~default weof ~~endeavor~~another toperson ~~broaden~~or ~~our~~reliance ~~customer~~on ~~base~~information asgiven ~~well~~by asanother, ~~the~~and ~~industries~~(b) wethat ~~serve.~~it ~~Our~~was ~~marketing~~reasonable ~~strategy~~in isall athe ~~long-term~~circumstances ~~plan~~for him to ~~achieve~~have ~~our~~relied ~~Company’s~~on ~~mission~~the byinformation, ~~understanding~~having ~~the~~regard ~~needs~~in ofparticular ~~customers~~(i) ~~and~~to ~~creating~~the asteps ~~distinct~~which he took, and ~~sustainable~~those ~~competitive~~which ~~advantage.~~might Wereasonably ~~position~~have ~~ourselves~~been astaken, for the ~~leader~~purpose inof ~~intelligent~~verifying the ~~steel-framing~~information; ~~building~~and ~~systems.~~(ii) ~~We intend~~ to ~~leverage~~whether ~~our~~he ~~marketing~~had ~~and~~any ~~sales~~reason ~~efforts~~ to ~~establish~~disbelieve ~~new~~the ~~potential customers~~information. WeA ~~also~~court ~~intend to~~may ~~leverage~~take ~~customer~~into ~~referrals,~~consideration ~~which in~~ the ~~past~~existence ~~have been~~ of a ~~source~~certificate offrom ~~new~~an ~~business.~~approved Alaboratory ~~significant~~showing ~~portion~~that ~~of our business is~~ the ~~result~~ samples of ~~competitive~~consumer ~~bidding~~goods ~~processes,~~which ~~and~~are athe ~~significant~~subject ~~portion~~ of ~~our~~the ~~business~~prosecution ishad ~~from~~been tested ~~contract~~before ~~negotiation.~~being Wesold ~~believe~~and ~~that~~had ~~the~~complied ~~reputation we have developed~~ with ~~our~~the ~~current~~safety ~~customers~~standard ~~represents~~or ansafety ~~important~~specification ~~part~~set ofout ~~our~~in ~~marketing~~the ~~effort~~certificate.

~~Quotation~~The ~~requests~~CGSR ~~from~~requires ~~customers~~any ~~are~~warning ~~reviewed~~or caution affixed on any consumer goods or their packages to ~~determine~~be in both the ~~specific~~English ~~requirements~~and the Chinese languages. The warning or caution shall be legible and ~~our~~be ~~ability~~placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label securely affixed to ~~meet~~the ~~such~~package; ~~requirements~~or (d) a document enclosed in the package. ~~Quotations~~Any ~~are~~person who supplies consumer goods ~~prepared~~which bydo ~~estimating~~not comply with the ~~material~~above ~~and~~requirements ~~labor~~commits ~~costs~~an offence and ~~assessing~~is ~~our~~liable ~~current~~(a) ~~production~~on ~~schedule~~first conviction to ~~determine~~a ~~our~~fine ~~delivery~~at ~~commitments.~~HK$100,000 and ~~Competitive~~to ~~bid~~imprisonment ~~quotations~~for ~~are~~one ~~submitted~~year; and (b) on subsequent conviction to ~~the~~a ~~customer~~fine ~~for~~of ~~review~~HK$500,000 and ~~award~~to ofimprisonment ~~the~~for ~~contract~~two years.

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We are a building technology company that is dedicated to research and product development innovation. Our scientists and engineers are committed to developing sturdier steel studs, tracks, headers, and other components, resulting in superior strength while maintaining the lowest costs possible. Our cold-formed roller machine is acquired from an original equipment manufacturer with certain modifications to the standard version of the machine that are unique and proprietary to INNO. When we refer to our “proprietary” cold-formed roller machines, we are referring to the modified machine with the intellectual property and process techniques we have developed. INNO uses CAD (Computer Aided Design) technology to arrive at the most accurate, comprehensive and information-rich design model within its parameters with the utilization of Vertex to ensure each member is produced to the exact specifications of called for in the design. The digital model of the project includes all functional systems and aesthetics, such as electrical wiring, air conditioning, doors, windows etc., as well as geometric features. It is a shared multi-disciplinary resource allowing all those working on a project to share information and working processes in order to achieve maximum efficiency and effectiveness, thus reducing all phases — design, pre-construction and construction — of the construction timeline. The platform gives us open communication, true collaboration, and aligned understanding. Taken all together, INNO has created a full BIM solution that works together to inform our state of the art light-gauge roll forming machines the instructions to automatically produce each steel framing member to exact specification.

We have continued making improvements to our cold-formed roller machines to optimally increase the printing speed. We are actively working on a list of 100 potential patentable products. Our goal is to commercialize patents and technologies that we own.

For example, the CFS portal frame system invented by us could replace current shear wall systems to provide adequate lateral resistance against strong winds and severe earthquakes. The standard lateral force resisting systems in light frame cold-formed steel building are shear walls either sheathed by structural panels such as OSB, Plywood, and steel sheets or braced by steel straps. These systems require a large amount interior walls to be load bearing walls which limits flexibility for room layout and may not support large openings for windows and doors. The steel portal frame system is a novel long span framing system to replace the traditional hot-rolled structural steel frame. The new technologies in the portal frame system include optimized stiffened holes on cold-formed steel frame members to increase structural stability and span capacity and special moment joint technology using adhesive and rivet connections which enable superior energy dissipation capacity and fast fabrication.

This new CFS moment frame does not require any interior shear walls for the Castor Cube, our modular home product. It will allow the Cube to have various room layouts. The homeowners will also be able to change the room layout in the future. The new CFS moment frame can also be used for long-span residential and mid-rise commercial buildings. The new technology should improve the structural integrity of building structures, increase the lateral resistance, and lower the overall costs.

Another innovation, the cold-formed steel truss system, utilizes a strong axis of cold-formed steel stud members for both chords and webs which allow longer spans and lighter weight than the conventional type trusses. The steel truss system has wide applications in storage and education buildings.

We believe the steel truss system and steel portal framing system will also allow INNO to enter the high-rise commercial and large span industrial building markets (Type I and Type II buildings) and deliver more competitive and cost-effective building structures than the traditional structural steel frame and concrete masonry systems.

Honeycomb aluminum panel is a metal composite panel product series developed in combination with the composite honeycomb panel technology developed by the aviation industry. The panel is a box-type structure with surrounding edges, which has good airtightness and improves the safety and service life of the panel. The product adopts a “honeycomb sandwich” structure, that is, a composite plate made of high-strength alloy aluminum plate coated with a decorative coating with excellent weather resistance as the surface, bottom plate and aluminum honeycomb core through high temperature and high pressure. This product series has the advantages of excellent material selection, advanced technology, and reasonable structure. It not only has excellent performance in large scale and flatness, but also has many choices in terms of shape, surface treatment, color and installation system. This advanced technology enables the Company to manufacture high-strength and light-weight wall panel products. These siding products have very flat surfaces and tightly controlled seam widths, which allow architects to design very straight and beautiful walls with large panels. Except for certain technical restrictions, there is no standard size for honeycomb aluminum panels, and all wall panels are factory-made according to design drawings. Our production method allows the panels to be highly flexible in size and shape, such as curved panels and folded panels. This flexibility creates a complete and multi-functional highly competitive wall panel system that can be installed on almost any joist and are extremely simple to install.

Revenue Model

Our revenue model currently consists of sales of the following:

● Light-gauged studs and tracks; ● Prefabricated wall panels and trusses; ● Structure framing work on site; ● Services; ● Machine sales; and ● Replicable Apartment product.

Light-gauged studs and tracks

We supply metal studs from 12GA to 24GA depending on the structure engineering requirements and city building codes. The model for selling cold-formed steel studs and tracks is wholesale because it is business-to-business. Given the specific nature of our products, we do not sell retail. Unlike traditional metal stud suppliers, whose products are “made to stock” with no consideration for engineer design, our metal studs are typically made-to-order and customized for each project.

Prefabricated wall panels and trusses

Prefabricated wall panels and trusses are another option for customers. With these products, the customer can either choose to assemble the panels themselves or include this prefab service in their contract with us. Most customers typically choose prefab service because of our skilled team given that most wood framers are not familiar with steel framing.

INNO also has standardized modular wall products which could be used for all residential and commercial buildings. We design modular walls in 20 specifications to cover different building requirements. Modular walls are “made to stock” products and participate in both business-to-business and business-to-customer model channels.

Structure framing work on site

Steel structure installation on site is also an optional service. Depending on the project size and scope, we will provide on-site installation service if customers requested. With our full turnkey solution, all elements of the project construction are included, not just the cold-formed steel. This may include cabinetry and other items. In cases where the customer simply wants the framing, we bring our expertise in working with steel to that portion of the project. We are in the process of reducing our on-site work offerings.

Services

Our engineering services provide stamped and sealed structure design services by our in-house engineer team. Because of the specific nature of our services, the rates vary case by case depending on the square footage and project complexity. Our engineer team will collaborate with customer’s architect, civil engineers, and MEP engineers to make sure the final structure design is city approved. To begin the metal stud production, our engineer team also generates the shop drawings which is a digital file and readable by our intelligent CNC machine. We also have another option where the customer may outsource the engineer service and contact INNO for metal stud production, where we do not provide continuous services until the design is city approved.

In February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services. In 2024, we successfully supported a client in establishing a steel technology company. The services included incorporation assistance, comprehensive training programs, in-depth market research, and strategic business development guidance. This engagement generated consulting revenue of $205,000. The revenue from the consulting service is recognized upon the described services be provided to customers.

Machine sales

We may sell or lease our machines. We provide technical and design support at relatively low costs, including industry compliance license and permits, as well as shop drawings and structural design. We also offer administration, operation, and management consulting support, including directing and assisting factory set-up, operation procedures, equipment installation, machine maintenance, repairs, and efficiency improvement. The training for such operations and installations are also provided. We will recommend, select, and advise pricings for material suppliers and other vendors.

Replicable Apartment Product

Our flagship product within this series is Village 101, a smart senior living apartment comprising 155 units with a floor area of 110,000 square feet. The architectural plan package for Village 101 is complete and ready for implementation. The project is currently pending for permits. Village 101 serves as a prototype building tech community, showcasing our innovative approach to senior living.

Our pipeline includes various apartment product options with different unit sizes, ranging from 15 to 150 units. These products are under active research and development, with the aim of creating replicable housing complexes across the United States. By leveraging our expertise in building technology and innovative design, we target to provide scalable and high-quality housing solutions that meet the evolving needs of residents including but not limited to senior citizen, college students and Gen Z etc.

Through our revenue model, we anticipate generating sustainable income by catering to the demand for replicable apartment products. By expanding our product line and continually advancing our research and development efforts, we aim to capture a significant market share in the housing industry while delivering superior value to our clients.

Cost of Sales

Cost of Sales primarily consist below components.

● Materials — Rolled steel represents the single largest cost. We manage our relationship with suppliers (primarily US Steel) very adroitly by building in purchase orders and their associated costs to the customer to minimize our exposure to changes in steel prices for any specific project. We manage our purchases and deliveries as close to “just in time” as possible. ● Labor — Labor is potentially the most variable component of cost of sales. We have a team of hourly workers who largely work onsite at the factory producing parts from raw steel and assembling them into prefabricated pieces to be delivered to job sites. Contractors are non-employee hourly workers who largely work in our turnkey projects. As-needed hourly labor is largely available in our markets. ● Freight and Shipping — Our policy is to include any freight incurred to ship the product from our vendors to warehouses as a part of cost of goods sold. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling expenses.

Other Expenses

Other expenses are typically comprised of payroll of salaried and hourly workers. We pride ourselves on running lean and efficiently. We operate in a business-friendly state with a large and available workforce. Rent, utilities, insurance, consulting service and other normal expenses are all competitive in the commercial area where we are based.

Our Growth Strategy

We seek to leverage the trend toward off-site and modular building techniques to increase productivity, reduce errors on-site, and decrease costs. With both Castor Cube and Mobile Factory as our featured products in the coming years, we seek to become leaders in the industry. As the market continues to move toward panelized construction, we seek to have an edge in the industry as a large-scale pioneer of the overall cost-reducing process.

INNO’s business growth strategy combines the following three parts: revenue growth strategy, profit growth strategy and technology growth strategy.

Revenue Growth Strategy

Our revenue growth strategy is composed of the following.

Capacity expansion and in-house research and development. We are expanding factory operations and manufacturing capabilities in line with demand. We are also investing in R&D to ensure a pipeline of competitive and innovative building-technology products.

Multiple products and services. We are in the process of developing the Castor Cube, a 743-square-foot modular house product with the goal of mass producing. We are also working on developing Village 101, a smart senior living apartment comprising 155 units with a floor area of 110,000 square feet. The architectural plan package for Village 101 is complete and awaits permits approval for implementation. We’ve expanded our business to include consulting services offered by our new entity-AI Tech Corp.

Marketing investment. We are in the process of optimizing our online sales and marketing efforts by recruiting marketing talent and engaging consultants for marketing and promotional events.

Potential Acquisitions and investments. In accordance with our growth strategy, our company intends to pursue vertical integration by acquiring or investing several companies operating within the construction industry in the United States. The objective of this vertical integration is to strengthen our position as a prominent building-technology developer and expand our capabilities within the market. We will position ourselves to offer a comprehensive range of solutions encompassing the entire building. The expanded scope of our offerings includes prefab structure systems, centralized MEP (mechanical, electrical, plumbing) systems, integrated wall systems, integrated floor systems, roofing systems, and prefab cabinets, sinks, and countertops. This integration allows us to deliver a single-cycle turnkey solution, streamlining the traditional linear process employed by traditional developers. To fortify our supply chain and augment our capabilities, we will consider the strategic acquisition or investment of construction vendors/suppliers. The targeted companies would include the ones that enjoy the popularities in the industry, including but not limited to the companies that can supply the interior finish, exterior wall panels, insulation materials and roof system etc. By incorporating the targeted companies into our operations, we will establish a comprehensive one-stop-shop solution for the multi-family apartments, thereby further solidifying our market position and value proposition. Consistent with our growth strategy, we are firmly committed to implementing a robust product life cycle management approach, encompassing all stages from procurement to delivery. Through our pursuit of vertical integration and strategic acquisitions, we are poised for substantial growth to assume a leadership role within the market. By expanding our product offerings, strengthening our supply chain, and cultivating key partnerships, we are well-positioned to provide comprehensive building solutions that effectively meet the evolving needs of our clients while concurrently driving revenue growth and delivering enhanced shareholder value.

Profit Growth Strategy

Our profit growth strategy is composed of the following.

Improving assembly automation. We plan to source and develop production robots and to expand automation where possible, to further increase our production efficiency.

Reducing transportation costs by utilizing Mobile Factory. Our Mobile Factory is equipped with our proprietary machines and can be transported to any jobsite. Mobile Factory utilizes Inno Statlink Data System which is ideal for remote production management. Mobile Factory saves significant transportation costs and as such, our goal is to increase the use of Mobile Factory.

Optimizing artificial intelligence design capabilities. We intend to optimize the artificial intelligence design capabilities by utilizing machine learning to get the wisest structure supporting data and running several models for all types of walls. The model we tested could reduce the raw materials used in different projects.

Technology Growth Strategy

Our technology growth strategy is composed of the following.

Develop EQ products to replace existing building materials with thinner and lighter products. We are developing technology in an effort to replace existing building materials with thinner materials. Once this technology matures, it is expected to save approximately 10% in raw materials.

Develop stainless steel as a building material for the high-end building market. We are developing technology to replace the current galvanized steel sheets with stainless steel. The new patent pending material could be used in extreme climate conditions for high-end customers.

Leverage module wall technology to increase the range of applications. We are in the process of developing different types of module wall products to expand our customer reach.

Strategic Partnerships

We have partnerships with at least 10 regional and national developers and builders. INNO’s customers include national real-estate developers and some local builders in both Texas and California. The regional/national developers and builders have a strong pipeline of projects coming each year. Their project types cover residential, commercial, and industrial. They either intend to use steel framing for structure or to develop land with Castor Cube and Village 101 projects, as their strategic partners, INNO will provide customized offer and have higher probability to bid and win projects. The cold-formed steel framing business is categorized as business-to-business model, and the Castor Cube as well as Village 101 projects will be either to business or to customers.

Competitive Outlook

Lumber-Based vs. Cold-Formed Steel

Our primary competitors (or segment with which we are most often compared) are traditional lumber-based building products solutions in certain categories, particularly buildings below six floors and residential. The accessibility and proficiency in assembling lumber-based structures can make practitioners in the construction industry unwilling to move out of the wood framing comfort zone. Further, lumber prices were generally lower than the price of metal studs. The switch to cold-formed Steel is being driven by materials price and several market-based advantages of steel. Steel is strong, safe, durable, versatile, and cost-effective. Steel has the exceptional environmental advantage of being highly recycled and infinitely recyclable. Steel is tough and does not rot, spawl, split, or absorb moisture, and it is resistant to pests, unlike wood building materials.

Inherent Benefits of Steel Framing

● Steel has the highest strength-to-weight ratio of any framing material. ● Non-combustible. Steel will not contribute fuel to the spread of fire. ● Steel is termite and rodent resistant. ● Steel ensures dimensional stability. Will not rot, warp, crack or shrink. ● Lower builder’s risk insurance. ● Permanently straight walls. No call backs for nail pops.

● No toxicity contribution. Free of resins, adhesives, and chemicals normally present in other framing material. ● Consistent material quality. No regional variation. ● Grounded against electrical storms. ● Steel is inorganic. Unlike traditional framing products, steel is not vulnerable to mold. ● Steel is the most recycled product in the world. Optimum sustainability.

The SFIA has conducted studies of construction costs in two different locations using two identical buildings — one designed with wood and the other with cold-formed steel (CFS) framing. The mixed-use, 49,900 square foot building used in the studies is representative of many residential buildings constructed in the mid-rise market today and includes:

● A first floor non-combustible (concrete) podium with parking and retail space ● Residential dwellings on levels 2-5 ● Roof-top/penthouse space atop level 5 housing building services.

The first location for the study was a building constructed in Chicago in late 2017. Results include hard construction costs only. In this case, cold-formed steel cost 2.6% more than traditional wood construction.

The second location was in Morristown, New Jersey. It takes a deeper look at costs by including the impact of lower insurance premiums available for CFS construction compared to combustible framing (wood). The insurance costs from major insurers operating in New Jersey were converted to a cost per square foot and evaluated in terms of their impact on the overall building costs. In this case, cold-formed steel cost 0.9% more than traditional wood construction.

The two case studies mentioned above are taken from the official SFIA website. We believe INNO’s product cost is less than that of the preceding case studies, with the overall cost less than that of traditional wood.

Others Participating in Cold-formed Steel

The second category of competitors are divided into two groups: traditional manufacturers of metal studs and suppliers of cold-roller machines. Traditional manufacturers, such as Clark Dietrich and CEMCO, pre-punch their metal studs with punchouts at regular intervals for pipe installation, but the number of punchouts is fixed and not customized for each project. INNO employs proprietary software to calculate the minimum punchouts for MEP pipe installation that are consistent with the architectural plan set to ensure the structure’s load-bearing capability to the greatest extent possible. The load-bearing capability gradually decreases as the number of punchouts increases. Traditional steel framing manufacturers are unable to automatically make punchouts for screw holes, so manual drilling holes at the jobsite for metal stud connections are still required. The screw holes are precisely located and punched by the INNO CNC machines.

Screw hole punchouts are left for panel assembly, and the stud spacing should be building code compliant. The number of screw holes for each panel is calculated systematically, and the screws are included in the product package. We prefabricate the wall panels, joists, and trusses in the factory, eliminating the need for on-site manual labor to measure stud intervals and drill holes for metal stud connection. These two traditional metal studs profile manufacturers have a nationwide retail network that we cannot compete with. We are using the Internet to increase the marginal effect of sales, and our future strategy is to use Internet sales to undermine traditional store-based sales.

In the cold-formed roller machine market, FRAMECAD is a traditional LGS/CFS machine manufacturer. When compared to their LGS equipment, INNO CNC machines manufacturing cost is approximately 50% less, based on our estimates. INNO CNC machines currently have three pending patents, the CUBE 200 (Application number: 63437142), CUBE 300 (Application number: 63427583) and NEW OPTIMIZED DESIGN FOR ROLL FORMER CNC MACHINE (Application number: 63427583). CUBE 200 is able to form C& U type studs and tracks in the thickness of 16 gauge and 6 inches width studs. CUBE 300 is able to form C&U type studs in the thickness of 12 gauge and 12 inches width studs.

In addition, mobile factories are an important countermeasure to traditional equipment. We have developed a mobile factory for offsite production of steel pieces and structures that compete in the traditional prefab and modular building markets. INNO differentiates itself from other steel framing companies and cold-formed roller machine suppliers by integrating services ranging from metal stud manufacturing to prefabrication. In this context, we distinguish ourselves through the technologies and innovations we bring to our process and methods for producing structural components from rolled steel into useful pieces that assemble without error.

3D “Printing” Technology

Currently, 3D printing technology is widely used for prefab homes; however, cooling time is required for formation because the technical principle is to melt the material and then wait for it to cool before settling. In contrast to other prefab home companies, which use 3D printing technology, INNO uses our own cold-formed steel technology to ensure that there is no waiting time for structure formation. 3D printing necessitates the use of unique liquid raw materials such as LAVACRETE and Light Stone Material (LSM), neither of which are easily accessible. This could lead to supply chain disruptions and affect delivery time. Furthermore, steel is still commonly used to support the structure of prefab homes, regardless of the manufacturing technology used.

Safety is an important factor to consider when choosing a prefab home. Since INNO’s CASTOR CUBE uses steel structure entirely, which has a high strength to weight ratio and good performance to resist disasters such as hurricanes and earthquakes. The foldable prefab home product manufactured by other company may not have the same level of disaster resistance as CASTOR CUBE.

Castor Cube plans to apply a patent for its utility hook-up system, which enables consumers to connect utility within one day. This is a unique feature that can make the process of setting up a prefab home more convenient for consumers. It is also worth noting that according to other prefab companies’ product introduction videos and their social media platforms, they all take around 48 hours to construct a 350 square feet prefab home.

With the usage of INNO’s patent pending honeycomb aluminum panels and Z-shaped pendant designed for replacing manual sheetrock installation, we can significantly reduce the number of manufacturing steps and minimize manual labor. INNO is planning to set up an automatic streamline to produce CASTOR CUBE. This will bring a significant increase in production capacity and it can help INNO to meet the growing demand for prefab homes more efficiently.

Government Regulations

Building Codes

Building codes are laws that set minimum requirements for how structural systems, plumbing, heating, ventilation and air conditioning, natural gas systems and other aspects of residential and commercial buildings should be designed and constructed. In the U.S., building codes mostly fall under the purview of state and local governments. All metal studs used for building structures are required to pass inspections in the jurisdiction they are located. We have ICC-ES evaluation reports (ESR-4641) that show that our cold-formed steel-framing members are compliant with the 2018 and 2015 International Building Code (“IBC”), 2019 California Building Code (“CBC”), and 2020 Florida Building Code (“FBC”). Because of the nature and use of our products, we need to be compliant with quality assurance programs.

Fire safety is one critical area of the building codes. As fire codes become stricter in some geographical areas or specific types of structures, our cold-formed steel materials are inherently non-combustible and therefore are advantaged over combustible alternatives.

Environmental Compliance

We are subject to U.S federal, state, and local environmental laws and regulations that involve the use, disposal and cleanup of substances regulated by those laws and subject to periodic inspections to monitor our compliance. We believe that we are currently in compliance with applicable environmental regulations. Expenditures for environmental compliance purposes during 2024 and 2023 were not material.

We were given awards by the U.S. Green Building Council (“USGBC”) in 2020. Our manufacturing processes minimizes waste, prevents pollution, and recycles wherever possible. Our manufacturing process manufactures special length products for all types of projects, has self-contained building system solutions that do not rely on third-party suppliers, and designs products to fulfill the BCA Energy Efficiency program. This compliance proves that we are a green company that meets basic environmental milestones and legal requirements.

Occupational Health and Safety Laws

Our business and operations are subject to numerous federal, state, and local laws and regulations intended to protect our employees. Due to the nature of manufacturing, we are subject to substantial regulations related to safety in the workplace. In addition to the requirements of local and state governments in Texas, we must comply with federal health and safety regulations, the most significant of which are enforced by the Occupational Safety and Health Administration.

Further, our operations and facilities are subject to additional federal, state, or local laws or regulations, such as the COVID-19 safety and prevention regulations. Our operations are also subject to federal, state, and local labor laws relating to employee privacy, wage and hour matters, overtime pay, discrimination and harassment, equal opportunity and employee leave and benefits.

It is our policy and practice to comply with all legal and regulatory requirements and our procedures and internal controls are designed to promote such compliance. Expenditures for compliance with occupational health and safety laws and regulations during 2024 and 2023 were not material.

Human Capital Resources

The success of our business depends in large part on our ability to attract, retain, and develop a workforce of skilled employees at all levels of our organization. We provide employees with base wages and salaries that we believe are competitive and consistent with each employee’s position. We also work with local, regional, and state-wide agencies to facilitate workforce hiring and development initiatives. We had ~~four~~five and 11four full-time employees as of September 30, ~~2024~~2025 and ~~2023, respectively. We also utilize at-will contractors in our business. As of September 30,~~ 2024 ~~and 2023~~, ~~we had 11 and 18 at-will contractors employed,~~ respectively. ~~For the year ended September 30, 2024, the Company also engaged three consultants conducting marketing activities and promotional events.~~

Intellectual Property Matters

Presently, we have no registered intellectual property rights and trademarks. The trademarks application status of our name and other marketing materials is pending. There are currently five pending patent applications and descriptions of each pending patent are as follows:

● New optimized design for Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high quality, quick erection structures. (Application number: 63427583) ● Cube 200, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high quality, quick erection structures. (Application number: 63437142) ● Z-shaped pendant for castor exterior wall to replace the Z-shaped pendant for sheetrock with honeycomb aluminum plate. (Application number: 63434155) ● Cube 300, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high quality, quick erection structures. (Application number: 63437143) ● Aluminum honeycomb plate for interior wall construction. (Application number: 63367663)

In the course of our business, we develop expertise in the manufacturing process. Although we have non-disclosure policies in place with respect to our personnel and in our contractual relationships, we cannot assure you that we will be able to protect our intellectual property rights with respect to this expertise.

Corporate Structure

Our Company, INNO HOLDINGS INC., was incorporated in Texas on September 8, 2021. It originally had three subsidiaries, Inno Metal Studs Corp (“IMSC”), Castor Building Tech LLC (“CBT”), and Inno Research Institute LLC (“IRI”).

On January 21, 2024, the Company established Inno Disrupts Inc. (“Disrupts”), a wholly owned subsidiary in Texas. The purpose of Inno Disrupts Inc. is to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated buildings in US, and other activities.

On January 27, 2024, the Company and the minority shareholder of IRI agreed to dissolve IRI, a subsidiary of IMSC with 65% ownership. The R&D activities previously carried out by IRI will be transferred to the new subsidiary, Inno AI Tech Corp.

On February 11, 2024, the Company formed Inno AI Tech Corp. (“AT”), a wholly owned entity in Texas to conduct AI tech research and consulting activities.

~~Below~~On isOctober 18, 2024, the ~~corporate~~Company ~~structure~~acquired all of the ~~Company~~issued asand outstanding shares of ~~December~~Lear 6Group Limited (“Lear”), ~~2024:~~a Hong Kong company, for a total consideration of $1,300. As a result of this transaction, Lear became a wholly-owned subsidiary of the Company.

On December 13, 2024, the Company acquired all of the issued and outstanding shares of Baymax High Technology Co., Limited (“Baymax”), a Hong Kong company, for a total consideration of $1,300. As a result of this transaction, Baymax became a wholly-owned subsidiary of the Company.

On March 4, 2025, the Company entered into a Share Purchase Agreement with a third-party Buyer, pursuant to which the Company sold all issued and outstanding shares of its wholly owned subsidiaries, IMSC and AT, to the Buyer for an aggregate purchase price of $1,000 in cash.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with a third-party Buyer and Core Modu LLC, a Texas limited liability company (“CM”), pursuant to which the Company sold all of the membership interest it owned in CM, which represented 15% of the outstanding membership interest in CM, to the Buyer for an aggregate purchase price of $700,000.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with a third-party Buyer and Castor Building Tech LLC, a California limited liability company (“CBT”), pursuant to which the Company sold all of the membership interest it owned in CBT, which represented 55% of the outstanding membership interest in CBT, to the Buyer for an aggregate purchase price of $1,000.

On April 8, 2025, the Company entered into a Share Purchase Agreement with a third-party Buyer, pursuant to which the Company sold all issued and outstanding shares it owns in Disrupts for an aggregate purchase price of $100.

Below is the corporate structure of the Company as of September 30, 2025:

Corporate Information

Our principal executive office is located at ~~2465~~RM1, ~~Farm~~5/F, ~~Market~~No. ~~359~~43 ~~South~~Hung To Road, ~~Brookshire~~Kwun Tong, TXKowloon, ~~77423~~Hong Kong 999077. Our corporate website address is https://www.innoholdings.com. Our telephone number is ~~(800) 909~~+852-~~8800~~54795450.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item. Nonetheless, we are voluntarily providing risk factors herein. You should consider carefully the following risk factors when evaluating our business and financial condition, together with all the other information in this Annual Report on Form 10-K, and in our other public filings with the SEC. The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. In addition, these risks are not the only ones faced by the Company. Additional risks not summarized hereafter or not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results.

Risks Related to Our Business and Operations

We have shifted our primary business focus.

As of the date of this report, we were primarily engaged in the business of recycled consumer electronic devices. We source and purchase pre-owned consumer electronic devices such as smartphones and tablets from suppliers and sell the electronic devices to wholesalers that re-sell these products to their wholesale and/or retail customers in Southeast Asia, Middle East Asia, Europe and other regions. In the second quarter of 2025, we discontinued our previous business in cold-formed-steel business and sold all of the Company’s ownership in the subsidiaries through which the Company conducted its cold-formed-steel business.

Our experience in the business of recycled consumer electronic devices is limited. This strategic shift exposes us to uncertainties and risks associated with operating in a new industry. Our ability to execute our new business model, secure stable supply, maintain customer relationships, compete effectively and achieve profitability is uncertain. We also may face challenges in developing the operational infrastructure, internal controls and industry expertise required for this business. In addition, we may continue to incur transitional costs or potential liabilities associated with our discontinued operations. Any of these factors could materially and adversely affect our business, financial condition and results of operations.

Our future growth strategies may not be as effective as we expect.

We are actively seeking to expand our business into new industry sectors. As previously announced and disclosed in our filing with the SEC, we entered into a non-binding Memorandum of Understanding (MoU) with Megabyte Solutions Limited (“MEGABYTE”), a Web3 technology service provider. We plan to form a strategic partnership with MEGABYTE to jointly deploy the in-depth application of Web3 technology in the Company’s cross-border B2B marketplace platform under development. Additionally, in response to the supply chain and trade needs of B2B businesses, we and MEGABYTE plan to launch an innovative decentralized, blockchain-powered service model integrating hardware and software.

These initiatives remain in early stages, and there is no assurance that the partnership will be finalized, that the planned technologies will be successfully developed or commercialized, or that market acceptance will meet our expectations. Web3 and blockchain technologies are evolving rapidly and are subject to regulatory, operational and adoption risks. We may face challenges in securing required technical expertise, integrating new technologies into our platform, or achieving the anticipated synergies and economic benefits. If our growth strategies fail to generate the expected results, our business prospects, financial condition and results of operations could be materially and adversely affected.

We are operated primarily in Hong Kong.

As of the date of this report, we operate primarily in Hong Kong, and our business, financial condition and results of operations are subject to the economic, political, legal and regulatory environments of Hong Kong. Any adverse developments in these conditions (such as changes in trade policies, geopolitical tensions, regulatory requirements, data and cybersecurity laws, taxation rules, labor conditions, or market demand) could materially and adversely affect our operations.

We face concentration risks in our revenue as we rely on our major customers.

A significant portion of our revenue is generated from a limited number of our major customers. For the year ended September 30, 2025, two customers accounted for 77% of the Company’s total revenues. For the year ended September 30, 2024, four customers accounted for 90% of the Company’s total revenues. If any of these customers reduces its purchase volume, experiences financial difficulties, delays payments, or terminates its relationship with us, our revenue and cash flows could be materially and adversely affected. Our dependence on a small customer base also limits our ability to negotiate favorable pricing and terms. If we fail to diversify our customer base or replace lost customers in a timely manner, our business, financial condition and results of operations may be materially harmed.

We face concentration risks in our purchases as we rely on our major suppliers.

We depend on a limited number of major suppliers for the purchase of pre-owned electronic device products. For the year ended September 30, 2025, two suppliers accounted for 100% of the Company’s total purchases. For the year ended September 30, 2024, two suppliers accounted for 58% of the Company’s total purchases. Any disruption in these supplier relationships could materially affect our ability to source inventory and meet customer demand. Our reliance on a concentrated supplier base also exposes us to risks associated with supplier financial instability, operational disruptions, and competitive pressures. If we are unable to diversify our supplier base or secure alternative sources of supply on commercially reasonable terms, our business, financial condition and results of operations could be materially and adversely affected.

There is no assurance that the Company will be profitable.

There is no assurance that we will earn profits in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities.

The Company may not have the ability to manage its growth.

The Company anticipates that significant expansion will be required to address potential growth in its customer base and market opportunities. The Company’s anticipated expansion is expected to place a significant strain on the Company’s management, operational, and financial resources. To manage any material growth of its operations and personnel, the Company may be required to improve existing operational and financial systems, procedures, and controls and to expand, train, and manage its employee base. There can be no assurance that the Company’s planned personnel, systems, procedures, and controls will be adequate to support the Company’s future operations, that management will be able to hire, train, retain, motivate, and manage required personnel, or that the Company’s management will be able to successfully identify, manage, and exploit existing and potential market opportunities. If the Company is unable to manage growth effectively, its business, prospects, financial condition, and results of operations may be materially adversely affected.

We rely on the leadership of our management team and the performance of highly skilled personnel.

The Company is, and will be, heavily dependent on the skill, acumen, and services of the management and other employees of the Company. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. During the financial year ended September 30, 2025, we experienced changes in senior management, including the replacement of our Chief Executive Officer and Chief Financial Officer. All of our officers and employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be harmed.

We have incurred costs in our compliance measures as a public company.

As a public company, we are required to comply with extensive regulatory, reporting, corporate governance and internal control requirements. These obligations have resulted in increased legal, accounting, administrative and compliance costs, and we expect such costs to continue. We may also be required to dedicate significant management time and resources to maintain and enhance our compliance programs. If we fail to comply with applicable requirements or if our compliance efforts become more costly than anticipated, our business, financial condition and results of operations could be adversely affected.

Litigation is costly and time-consuming and could have a material adverse effect on our business, results of operations, and reputation.

The Company, as well as the Company’s directors and officers, may be subject to a variety of civil or other legal proceedings relating to the business affairs of companies with which they are, were or may be in the future affiliated, with or without merit. From time to time in the ordinary course of the Company’s business, we may become involved in various legal proceedings — including commercial, employment, and other litigation and claims — as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results, or financial condition.

Even if the claims are without merit, the costs associated with defending these types of claims may be substantial, in terms of time, money, and management distraction. In particular, patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop offering certain features, purchase licenses, or modify our products and features while we develop non-infringing substitutes or may result in significant settlement costs.

The results of litigation and claims to which we may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations, and reputation.

Risks Related to Our Financing Activities

We may need new or additional financing in the future to expand our business, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results.

We may need new or additional financing in the future to expand our business, refinance existing indebtedness, or make strategic acquisitions, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results. As we grow our business, we may have to incur significant capital expenditures. We may make capital investments to, among other things, build new or upgrade our existing facilities, purchase or lease new equipment, and enhance our production processes. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we may have substantial debt, our current receivable and inventory balances may not support additional debt availability, or we may not have sufficient cash flows to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, equity financing may not be available on satisfactory terms or at all. Moreover, if we raise additional funds through issuances of equity or convertible debt securities, our current stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. If we are unable to access capital on satisfactory terms and conditions, this could have an adverse impact on our business, results of operations, and financial condition.

Future issuances of our shares or other equity securities may result in significant dilution to our existing shareholders.

To raise additional capital, we have issued and may continue to issue additional shares of our common stock or securities convertible into or exercisable for our shares of common stock. Any such issuance would dilute the ownership interests of our existing shareholders and could adversely affect the market price of our securities. We cannot predict the timing, size or terms of future issuances, and shareholders may suffer significant and substantial dilution.

Our financing activities may negatively affect our cash flows and financial flexibility.

Our financing transactions may require us to incur expenses, pay interest or other financing costs, or allocate cash to service obligations. These payments may reduce funds available for operations, limit our financial flexibility, and increase our vulnerability to adverse business conditions. If our cash flows are insufficient to meet financing obligations, our business and results of operations could be harmed.

Frequent or unfavorable financing transactions may harm our reputation and investor confidence.

If we engage in repeated or sizable capital raising activities, particularly at discounts to market price, investors may perceive us as overly reliant on external financing. Such perception may adversely affect investor confidence, harm our reputation in the capital markets, and contribute to downward pressure on the trading price of our securities. Negative market perception could also make future financings more difficult or costly to complete.

We may not be able to access the capital markets when needed, which could adversely affect our operations.

Our ability to raise capital through public or private offerings of securities depends on market liquidity, our business and financial performance, our trading volume, regulatory developments and general economic conditions. Market volatility, declining stock price, or low investor demand may restrict our ability to obtain financing in a timely manner or on acceptable terms. If we cannot raise capital when required, we may be unable to execute our business plans, meet working capital needs or respond to competitive pressures.

Risks Relating to Ownership of Our Securities

The market price of our common stock may be volatile and could, following any offering or sale, decline significantly and rapidly.

The price at which our securities are offered or sold in any registered or exempt offering will be determined by negotiations between us and the applicable underwriter, placement agent or investor, and such price may not be indicative of the prices that will prevail in the open market following the offering. The market price of our common stock may decline below the offering price, and you may not be able to sell your shares at or above the price you paid, or at all. Following any such offering, the public price of our common stock in the secondary market will continue to be determined by private buy-and-sell transactions effected through broker-dealers and may fluctuate significantly in response to various factors, many of which are outside our control.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for investors to assess the rapidly changing value of our common stock.

Recently, a number of publicly traded companies, particularly those with relatively small public floats, have experienced extreme stock price run-ups followed by rapid price declines and elevated volatility. We have been and may continue to be susceptible to significant stock price volatility, extreme price run-ups, lower trading volume and reduced liquidity than large-capitalization companies. Our common stock may be subject to rapid and substantial price volatility, low volumes of trades and wide bid-ask spreads. Such volatility, including any rapid price appreciation followed by decline, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for investors to assess the value of our common stock.

In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common stock. Low trading volume could cause the price of our common stock to fluctuate significantly, including large percentage changes in a single trading day. Holders of our common stock may not be able to readily liquidate their investment or may be forced to sell at depressed prices due to limited liquidity. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock.

As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock could adversely affect our ability to issue additional common stock or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active or liquid market for our common stock will be sustained, and if an active market does not continue, holders of our common stock may be unable to readily sell their shares or may not be able to sell their common stock at all.

We may not be able to satisfy the listing requirements of Nasdaq to maintain a listing of our common stock.

As a company listed and publicly traded on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing status. If we violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted. In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital in the future.

We may be subject to securities litigation, which is expensive and could divert our management’s attention.

The market price of our securities may be volatile, and in the past, companies that experienced volatility in the market price of their securities were subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~None~~Not applicable.

ITEM 1C. CYBERSECURITY

We acknowledge the increasing importance of cybersecurity in today’s digital and interconnected world. Cybersecurity threats pose significant risks to the integrity of our systems and data, potentially impacting our business operations, financial condition and reputation.

As a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services.

Given our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

We are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

In addition, the Board will oversee any cybersecurity risk management framework and a dedicated committee of the Board or an officer appointed by the Board will review and approve any cybersecurity policies, strategies and risk management practices.

Despite our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats.

For a discussion of potential cybersecurity risks affecting us, please refer to the “Risk Factors” section of our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 20, 2023 titled “Our systems and information technology infrastructure may be subject to security breaches and other cybersecurity incidents.”

ITEM 2. PROPERTIES

We lease our principal executive ~~offices~~office and warehouse which ~~are~~is located at ~~2465~~RM1, ~~Farm~~5/F, ~~Market~~No. ~~359~~43 ~~South~~Hung To Road, ~~Brookshire~~Kwun Tong, TXKowloon, ~~77423.~~Hong Kong 999077. The lease for this principal ~~Executive~~ ~~Office~~executive office and warehouse had a 6012-month term beginning on ~~December~~November 1, ~~2019~~2024 and ending on ~~December~~October 31, ~~2024~~ 2025. On ~~January~~June 1, ~~2024~~2025, this ~~facility~~ lease was terminated without penalty and a new lease agreement was entered with the landlord. The new lease term is from ~~January~~June 1, 2024 to ~~January~~May 131, ~~2027~~2026, with a monthly rent of $1812,000. The facility consists of 15approximately 1,~~000~~400 square feet of indoor space ~~and 2~~.5 acres of concrete slab in the yard. On February 1, 2024, a mutual amendment to the lease agreement was executed. Under the terms of the amendment, we opted to prepay the lease payments covering the period up to December 31, 2026, with the due date set for April 1, 2024. This prepayment arrangement secures a rent-free period for the final year of the lease, spanning the entirety of 2027.

WeThe ~~had also entered into a~~ lease agreement ~~for~~contains ~~office~~standard ~~and~~commercial ~~production~~lease ~~space~~terms inincluding ~~Corona,~~but ~~California~~not ~~with~~limited ~~a term from May 1, 2022 until April 30, 2027 at a rate of $6,617~~ to ~~$7,740~~provisions ~~per~~regarding ~~month. In August 2023~~utilities, ~~we relocated our California office from Corona to Diamond Bar. We were obligated to pay the monthly rent for the office in Corona until February 1~~alterations, ~~2024 when the landlord found a new lessee to occupy the~~maintenance ~~facility.~~and ~~The lease in Diamond Bar~~repair, ~~California~~insurance ~~has a term of 24 months from August 18, 2023 to August 17, 2025 at a rate of $4,730 to $4,926 per month. Subsequently on October 28, 2024, the lease in Diamond Bar was ended~~ and ~~assigned to a nonprofit organization~~indemnification.

These lease agreements contain standard commercial lease terms including but not limited to provisions regarding utilities, alterations, maintenance and repair, insurance and indemnification.

We believe that our current leased property is in good condition and suitable for the conduct of our business.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any material legal proceedings, investigations or claims. From time to time, we involve in legal matters arising in the ordinary course of our business. There can be no assurance that such matters will not arise in the future or that any such matters in which we are involved, or which may arise in the ordinary course of our business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

1614

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

We have our common stock listed on The Nasdaq Capital Market under the symbol “INHD”.

Holders

As of ~~December~~September 630, ~~2024~~2025, there were ~~approximately~~19 25 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Reverse Stock Split

On November 30, 2022, the Company effected a forward stock split (the “Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 2-for-1. Further on July 24, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 1-for-2 such that every holder of common stock of the Company shall receive one share of common stock for every two shares of common stock held and to reduce the number of authorized shares of common stock from 200,000,000 to 100,000,000. Shortly after the Reverse Stock Split, the Board of Directors of the Company approved issuance of additional shares to preserve the original purchase price per share of the shares sold in the period from February 1 to June 30, 2023.

On October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10, 2024. The trading symbols for the Common Stock remains “INHD”. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199,787 fractional shares were issued in connection with the Reverse Stock Split.

All common share and per-share amounts in this Form 10-K have been retroactively restated to reflect the effect of the Reverse Stock Split.

Dividend Policy

We have not declared any cash dividends since inception, and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings will be used to provide working capital, to support our operations, and to finance the growth and development of our business. The payment of dividends is within the discretion of the Board and will depend on our earnings; capital requirements; financial condition; prospects; applicable Texas law, which provides that dividends are only payable out of surplus or current net profits; and other factors our Board might deem relevant. There are no restrictions that currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable state law.

Transfer Agent

VStock Transfer, LLC., 18 Lafayette Place, Woodmere, New York 11598.

Recent Sales of Unregistered Securities

During the period from October 1, ~~2022~~2024 to September 30, ~~2024~~2025, we have granted or issued the following securities that were not registered under the Securities Act:

~~(a)~~ Issuance of common stock.

● On ~~December~~November 34, ~~2022~~2024, the Company issued 14500,~~286~~000 shares of its common stock to certain investors for an ~~accredited~~aggregate ~~investor~~purchase price of $2,000,000 at $354.00 per share ~~for~~in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. ● On November 20, 2024, the Company issued 277,083 shares of its common stock to certain investors at a purchase price per share of $~~500~~4.80 in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. ● On December 13, 2024, the Company issued 452,084 shares of its common stock to certain investors at a purchase price per share of $4.80 in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. ● On December 23, 2024, the Company issued 700,000 shares of its common stock to certain investors at a purchase price per share of $2.50 in ~~cash~~reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation S promulgated under the Securities Act. ● On June 20, 2025, the Company issued 1,400,000 shares of its common stock to certain accredited investor a consideration of $1,050,000.

~~● On March 13, 2023, the Company issued 2,703 shares of its common stock to an accredited investor at $37 per share for $100,000 in cash.~~15

●The issuance Onof ~~April~~the ~~25,~~common ~~2023,~~stock ~~The~~in ~~Company~~private ~~issued~~placements 7was deemed exempt from registration under Section 4(a)(2) of,~~895~~ ~~shares~~and/or Rule 506(b) of Regulation ~~its~~D ~~common~~and/or ~~stock~~Regulation S promulgated under the Securities Act in that the issuance of securities were made to an accredited investor and atdid ~~$38~~not ~~per~~involve ~~share~~a public offering. The recipient of such securities represented its intention to acquire the securities for ~~$300,000~~investment purposes only and not with a view to or for sale in ~~cash~~connection with any distribution thereof.

● On June 20, 2023, the Company issued 1,316 shares of its common stock for a total value of $50,000 for services to be rendered during next twelve months by the immediate relative of the Company’s Chief Financial Officer.

● On June 20, 2023, the Company issued 1,974 shares of its common stock for a total value of $75,000 for services to be rendered during next twelve months by one nonemployee contractor. These shares were valued at $38 per share.

● On July 24, 2023, the Company issued 1,352 shares of its common stock to an accredited investor for no additional consideration following the Company’s previously disclosed reverse stock split in July 2023.

● On July 24, 2023, the Company issued 3,947 shares of its common stock to an accredited investor for no additional consideration following the Company’s previously disclosed reverse stock split in July 2023.

● On July 24, 2023, the Company issued 658 shares of its common stock to an accredited investor for no additional consideration following the Company’s previously disclosed reverse stock split in July 2023.

● On July 24, 2023, the Company issued 987 shares of its common stock to an accredited investor for no additional consideration following the Company’s previously disclosed reverse stock split in July 2023.

	●	On July 24, 2023, the Company issued 7,143 shares of its common stock to an accredited investor for no additional consideration following the Company’s previously disclosed reverse stock split in July 2023.
	●	On January 1, 2024, the Company granted 5,000 shares to one advisory firm for a total value of $72,000 for advisory services to be rendered during next twelve months. The advisory firm helps and supports the Company in the capital market, including developing capital market strategies, sourcing different providers including investment banks and underwriters, etc. These shares were issued by the transfer agent on July 15,2024 and valued at $14 per share.

The issuance of the common stock in private placements was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

(b) Warrants.

● On December 18, 2023, the Company issued warrants to AC Sunshine Securities LLC, the underwriter of its IPO (as defined below), to purchase up to 20,125 shares of common stock at an exercise price of $48 per share.

Use of Proceeds from our Initial Public Offering of Common Stock

On December 18, 2023, we closed our initial public offering (the “IPO”), in which we sold and issued 250,000 shares of our common stock at a price to the public of $404.00 per share. We received approximately $7,859,533 in aggregate net proceeds from our IPO after ~~deducting~~ deducting underwriting discounts and commissions and other offering expenses. AC Sunshine Securities LLC was the underwriter of our IPO.

The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-273429), which was declared effective by the SEC on November 9, 2023.

As of ~~January~~November 1130, ~~2023~~2024, we ~~have~~ used ~~approximately~~all ~~$0.9 million~~ of the net proceeds from our IPO for working capital and general corporate purposes. There ~~has~~was ~~been~~ no material change in our ~~planned~~ use of the net proceeds from our IPO as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on December 4, 2023.

Purchases of Equity Securities

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

Securities Authorized for Issuance Under Equity Compensation Plans.

The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Item 12 of this Annual Report on Form 10-K.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this Annual Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors.

Overview

We are aan ~~building~~innovative technology company that ~~primarily~~engages ~~manufactures~~in ~~cold-formed-steel~~the ~~members~~business ~~and offers a full range~~ of ~~services~~recycled ~~required to~~consumer ~~transform~~electronic ~~raw materials into precise steel framing products and prefabricated homes~~devices. We ~~transform~~source ~~raw~~and ~~material~~purchase ~~(coils~~pre-owned consumer ofelectronic ~~rolled~~devices ~~steel of~~such ~~various~~as ~~gauges~~smartphones and ~~other~~tablets ~~materials)~~from ~~through~~suppliers ~~our proprietary technologies to cut, punch~~ and ~~bend~~sell the ~~steel~~electronic ~~into~~devices ~~members~~to orwholesalers ~~other~~that ~~components.~~re-sell ~~These~~these ~~work-in-process~~products ~~components~~to ~~are~~their ~~further~~wholesale ~~processed~~and/or ~~into~~retail ~~finished~~customers ~~products which are used~~ in aSoutheast ~~variety of building types~~Asia, ~~including residential,~~Middle ~~commercial,~~East ~~industrial~~Asia, Europe and ~~infrastructure~~other regions. AtWe ~~each~~conduct ~~stage~~our business of ~~the~~recycled ~~process,~~consumer weelectronic ~~are~~devices ~~adding~~through ~~value~~two toHong ~~the~~Kong-based ~~original~~wholly-owned ~~rolled~~subsidiaries ~~steel (and~~Lear ~~other~~Group ~~materials)~~Limited toand ~~its~~Baymax High ~~final~~Technology ~~assembled~~Co., ~~use~~Limited, acquired by ~~businesses~~the orCompany ~~directly~~in toOctober ~~customers~~and December 2024, respectively.

1916

~~Our~~Previously ~~largest~~the ~~commodity~~Company ~~expense~~engaged isin ~~our~~the ~~primary~~business ~~raw~~of ~~material~~manufacturing —cold-formed-steel ~~rolled~~and ~~steel~~offering ina ~~various~~range ~~gauges~~of ~~and~~services ~~widths.~~required ~~Like~~to ~~any~~transform ~~commodity,~~raw materials into precise steel ~~is subject~~framing toproducts ~~supply/demand-based~~and ~~price~~prefabricated ~~fluctuations~~homes. ~~which~~In ~~can~~the ~~have~~second anquarter ~~impact~~of on2025, the ~~profitability~~Company ofdecided ~~our~~to discontinue its cold-formed-steel business ifand ~~prices~~sold ~~change~~all ~~between~~ of the ~~time~~Company’s weownership ~~enter~~in ~~into~~the asubsidiaries ~~contract~~through ~~with~~which athe ~~customer~~Company toconducted ~~deliver~~its ~~finished~~cold-formed-steel business. ~~goods~~From ~~and~~March 2025 till April 2025, the ~~time~~Company completed the ~~steel~~disposition isof ~~purchased~~all ~~from~~its ~~the~~ownership ~~mill.~~or Wemembership ~~seek~~interests in its toformer ~~mitigate~~wholly- ~~our~~and ~~exposure~~partially-owned tosubsidiaries, ~~steel~~namely ~~price~~Inno ~~fluctuations~~Metal inStuds ~~two~~Corp, ~~ways:~~Inno AI Tech Corp., Inno Disrupts Inc., and Castor Building Tech LLC.

● Entering fixed price forward contracts with steel mills/suppliers for delivery in the future so that our bids for customer contracts have known pricing for the steel. This is particularly useful in larger projects that involve delivery of product over many months. ● Maintaining an approximately three-month inventory of our most actively used rolled steel coils (defined by width and gauge). This inventory requires an active forward-looking assessment of steel needs to meet expected demand. Maintaining inventory is a real financial exposure especially during periods of pricing volatility.

Beyond our manufacturing operations, we offer consulting services to support clients in developing their own building technology companies. Our subsidiary- Inno AI Tech Corp., formed in February 2024, specializes in providing research, consulting, incorporation assistance, training, market research, and business development guidance. In 2024, we successfully assisted a client in establishing a new steel technology company.

Key Factors Affecting our Performance

As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.

Inflation

Prices of certain commodity products, including raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs. Increasing prices of the component materials for parts of our goods may impact the availability, quality and price of our products as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of product as they may substitute lower cost materials to maintain pricing levels. Rapid and significant changes in commodity prices may negatively affect our profit margins, and it may be difficult to mitigate worsened margins through customer pricing actions and cost reduction initiatives.

Interest Rates

Rising interest rates have also resulted in a shift in institutional holdings away from micro-cap equities, which has negatively influenced our stock’s trading volume. We continue to forge relationships with institutional investors and analysts in order to maintain a healthy trading volume.

Geopolitical Conditions

In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as whether any counter measures or retaliatory actions in response, including, for example, potential cyberattacks or the disruption of energy exports, are likely to cause regional instability and geopolitical shifts, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These situations remain uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflicts and actions taken in response to these conflicts could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

In addition, while we do not have any direct operations or significant sales in the Middle East nor Africa, geopolitical tensions and ongoing conflicts in these regions, particularly in Gaza, northern Israel and southern Lebanon, the Red Sea, Sudan, and Ethiopia, may lead to further global economic instability and fluctuating energy prices that could materially affect our business. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, and the measures and actions taken by other countries in respect thereof, which could materially and adversely affect global trade, currency exchange rates, regional economies and the global economy. While it is difficult to predict the impact of any of the foregoing, these conflicts may increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.

Results of Operation

The following table presents certain Consolidated statement-of-operations information and presentation of that data as a percentage of change from year to year.

For the Years Ended September 30, ~~2024~~2025, and ~~2023~~2024

	Years Ended September 30,
	2024			2023
	2025			2024
Revenue - products	$	~~395~~2,~~495~~846,250		$	~~799,747~~-		~~-51~~100	%
Revenue - consulting services		205,000			-		100	%
Total Revenue		2,846,250			-		100	%
Revenue – License income		285,000			-		100	%
Costs of materials and labor		2,790,500			-		100	%
Total Revenue		885,495			799,747		11	%
Selling, general and administrative expenses (exclusive of items shown separately below)		4,414,709			844,844		423	%
Costs of materials and labor		409,169			1,255,315		-67	%
Impairment loss on goodwill		3,514			-		100	%
Selling, general and administrative expenses (exclusive of items shown separately below)		3,678,866			2,191,043		68	%
Operating loss		(4,362,473	)		(844,844	)	416	%
Impairment loss		23,911			-		100	%
Other income (expenses)		(2,450,777	)		237,952		-1130	%
Depreciation		87,116			69,437		25	%
Income tax expense		(800	)		(800	)	0	%
Bad debt expense		59,935			1,267,960		-95	%
Net loss from discontinued operations		(195,796	)		(2,643,435	)	-93	%
Operating loss		(3,373,502	)		(3,984,008	)	-15	%
Net loss		(7,009,846	)		(3,251,127	)	116	%
Other income (expenses)		123,175			(39,196	)	-414	%
Non-controlling interest		69,517			(37,298	)	-286	%
Loss before income taxes		(3,250,327	)		(4,023,204	)	-19	%
Net loss attributable to INNO HOLDINGS INC.	$	(7,079,363	)	$	(3,213,829	)	120	%
Income tax expense		800			-		100	%
Net loss		(3,251,127	)		(4,023,204	)	-19	%
Non-controlling interest		(37,298	)		(127,426	)	-71	%
Net loss attributable to INNO HOLDINGS INC.	$	(3,213,829	)	$	(3,895,778	)	-18	%

Revenues

~~Total~~Revenue ~~revenue~~ for the year ended September 30, ~~2024~~2025 increased 11100% to $~~885~~2,~~495~~846,250 in comparison to $Nil for the year ended September 30, ~~2023~~2024. Revenue for the year ended September 30, 2025 consists solely of the Company’s new business of electronic products trading that started since October 2024. The new business of electronic products trading contributes to the increase in revenue for the year ended September 30, 2025 against the comparable period in 2024.

21Our revenues are significantly impacted by demand for economic conditions including costs of labor, materials and other variables that impact the cost of our finished goods. We cannot ensure that growth will continue, and our business may be adversely affected by the negative overall economic conditions currently being experienced.

In February 2024, we started our second revenue stream by offering consulting service through our newly formed subsidiary, Inno AI Tech Corp. Throughout the year, we successfully supported a client in establishing a steel technology company. Our services included incorporation assistance, comprehensive training programs, in-depth market research, and strategic business development guidance. This engagement generated consulting revenue of $205,000. During the fourth quarter of 2024, we entered into a one-time licensing agreement with an individual and his startup company. This agreement provided them with a license to utilize our logo, technology, trademarks and other intellectual property for the purpose of startup operations and marketing development. The agreement generated $285,000 in licensing income.

Our product revenue decreased 51% to $395,495 in comparison to $799,747 for the year ended September 30, 2023. The decrease was primarily due to the various statuses and stages of projects. To mitigate collection issues, the Company has focused on developing relationships with larger customers. During the year ended September 30, 2024, the Company has been working on obtaining permits for large projects and exploring new business opportunities with larger customers.

Our backlog as of September 30, 2024 was approximately $14,000,000 to $19,000,000. The range of backlog amount is comprised of all remaining payments related to our signed customer contracts and estimation of order adjustments. The timing of revenue recognition from these contracts is subject to variation based on each project’s permit status and construction progress. These signed contracts included an agreement, amount of $15,875,800, with Vision Opportunity Fund LP (assigned to Vision 101) partially owned by one of our shareholders. None of the contract amount has been delivered to Vision 101 or recognized as revenue as of September 30, 2024.

Our revenues are significantly impacted by demand for residential and commercial buildings, economic conditions including interest rates and costs of labor, materials and other variables that impact the cost of our finished goods. We cannot ensure that growth will continue, and our business may be adversely affected by negative overall economic conditions currently being experienced.

Costs of Materials and Labor

~~Costs~~Cost of ~~materials~~Goods ~~and~~Sold ~~labor~~(COGS) ~~include~~includes ~~raw~~electronic ~~materials~~products ~~(primarily~~purchased ~~rolled~~from ~~steel)~~our ~~and~~suppliers. ~~direct~~COGS ~~labor~~for in the ~~processing~~year ofended ~~raw~~September ~~materials~~30, ~~through~~2025 ~~the~~increased ~~manufacturing~~to ~~process.~~$2,790,500 ~~Costs~~in ofcomparison ~~materials~~to ~~and~~$Nil ~~labor~~ for the year ended September 30, 2024. ~~was~~COGS ~~$409,169 compared to $1,255,315~~ for the year ended September 30, ~~2023.~~2025 ~~The~~consists ~~decrease~~solely of electronic products purchased from our suppliers in the ~~Cost~~Company’s new business of ~~Goods~~electronic ~~Sold~~products ~~(COGS),~~trading ~~pertaining~~that tostarted ~~materials~~since October ~~and~~2024. ~~labor,~~The isnew ~~predominantly~~business ~~due~~ of electronic products trading contributes to the ~~decrease~~increase in ~~product~~COGS ~~sales~~for ~~volume~~the year ended September 30, 2025 against the comparable period in 2024.

~~The primary cost of consulting service revenue in fiscal year 2024 was the payroll expense for office employees, which is included in selling, general, and administrative expenses.~~17

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended September 30, ~~2024~~2025, increased 68423% to $34,~~678~~414,~~866~~709 in comparison to $2844,~~191,043~~844 for the comparable period in ~~2023~~2024. This increase was primarily driven by ~~higher~~stock ~~overhead costs~~compensation, ~~including~~legal ~~rent~~expenses, ~~payroll,~~auditing ~~insurance,~~expenses ~~consulting~~ and ~~professional fees, marketing, and promotional expenses. These additional expenses were incurred to support our growth in the~~ consulting ~~business and comply with the regulatory requirements of a public company~~expenses.

Bad debt expense

Bad debt expense decreased by $1,208,025 for the year ended September 30, 2024 compared to the same period in 2023. We estimated the credit losses based on each customer’s financial situation, project status and the outstanding days of the accounts receivable balance. Starting prior year, we strengthened our risk control of accounts receivable and reduced the days outstanding for accounts receivable by discontinuing business with smaller customers with high credit risk. Most of our current customers adhere to a 30-day payment term. For the current year’s transactions, we have maintained a high collection rate.

Operating Loss

Operating loss was $34,~~373~~362,~~502~~473 for the year ended September 30,~~2024~~2025, in comparison to an operating loss of $3844,~~984,008~~844 for the comparable period in ~~2023~~in 2024. The increase in operating loss was primarily attributed to the ~~lower~~increase ~~revenue~~in ~~and~~selling, ~~increased~~general ~~expenses~~and ~~offset~~administrative ~~by the decrease in bad debt expense~~expenses, as discussed above.

Other Income (Expense)

Other ~~income~~expenses for the year ended September 30, ~~2024~~2025, was $~~123~~2,~~175~~450,777, in comparison to other ~~expenses~~income of $39237,~~196~~952 for the comparable period in ~~2023.~~ 2024. The increase in other ~~income~~expenses was primarily due to ~~interest~~loss ~~earned~~ on ~~bank~~investment ~~deposits of $76,047, supporting services provided to a customer of $104,674, and offset by settlements with former lessor, customers and subcontractor~~disposal. Other ~~expenses~~income for the year ended September 30, ~~2023~~2024, were primarily attributable to ~~loan~~the recognition of supporting services provided to one of customers and the interest income.

Net Loss

Net loss for the year ended September 30, ~~2024~~2025 was $37,~~251~~009,~~127~~846, in comparison to a net loss of $43,~~023~~251,~~204~~127 for the year ended September 30, ~~2023~~2024. The ~~decrease~~increase in net loss was primarily due to changes in revenue, costs, expenses and other income (expense) as outlined above.

Liquidity and Capital Resources

Sources of Liquidity

During the year ended September 30, ~~2024~~2025 and ~~2023~~2024, we primarily funded our operations with cash generated from operations, private and public shares offering, as well as through borrowing under our revolving line of credit, a long -term promissory note, and related parties. We had cash of $110,~~526~~130,~~661~~942 as of September 30, ~~2024~~2025 compared to $41,~~898~~077,138 of cash as of September 30, ~~2023~~2024. The cash increase was primarily due to the proceeds from the ~~initial~~multiple ~~public~~private ~~offering~~offerings ~~closed~~during inthe ~~December~~periods ~~2023~~ended September 30, 2025 and offset by the cash usage in operating and investing activities during the periods ended September 30, ~~2024~~2025.

The Company has participated in several private-placement offerings. Onduring ~~December~~the 3,quarter ~~2022,~~ended weDecember ~~closed on a private-placement offering pursuant to which we sold to an accredited investor an aggregate of $500~~31,~~000~~ ~~in common stock, at a purchase price of $35 per share~~2024. On ~~March~~October 1331, ~~2023~~ 2024, wethe Company ~~closed~~entered oninto a ~~private-placement~~securities ~~offering~~purchase ~~pursuant~~agreement towith ~~which~~certain weinvestors, ~~sold~~providing tofor anthe ~~accredited~~sale ~~investor~~and anissuance ~~aggregate~~ of ~~$100~~500,000 inshares ~~common~~of ~~stock,~~the atCompany’s acommon ~~purchase~~stock, ~~price~~no ofpar ~~$37 per share. On March 29~~value, ~~2023,~~for ~~we closed on a private-placement offering pursuant to which we sold to~~ an ~~accredited~~aggregate ~~investor~~purchase anprice ~~aggregate~~ of $~~300~~2,000 ~~in common stock~~,000 at ~~a purchase price of~~ $384.00 per share. ~~The~~(the ~~offerings were completed pursuant~~“October to2024 anPrivate ~~exemption from registration under Rule 506(b~~Placement”). ofThe ~~the~~offering ~~Securities~~closed ~~Act~~on ofNovember ~~1933~~6, ~~as amended~~2024.

On ~~December~~November 1813, ~~2023~~2024, the Company ~~successfully~~entered ~~closed~~into a securities purchase agreement with nine non-U.S. investors, pursuant to which the ~~initial~~Company agreed ~~public~~to issue and sell in a private placement offering ~~with~~(the ~~net~~“November 2024 Private Placement”) an aggregate of 729,167 shares of common stock, no par value, at a purchase price per share of $4.80, for gross proceeds of approximately $83.5 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 13, 2024.

WeOn doDecember ~~not believe the cash and cash equivalents on hand as of September 30~~11, 2024 ~~of $1~~,~~526,661~~ ~~will be sufficient to fund our operations and capital expenditure requirements for~~ the ~~next~~Company ~~twelve~~entered ~~months~~into ~~from~~a ~~the~~securities ~~date~~purchase ~~the~~agreement ~~consolidated~~with ~~financial~~nine ~~statements are issued~~non-U.S. Weinvestors, ~~will be~~pursuant ~~required~~ to ~~raise~~which ~~additional~~the ~~capital~~Company agreed to ~~continue~~issue ~~to fund operations~~ and ~~capital~~sell ~~expenditure.~~in ~~The uncertainties surrounding our ability to access capital when needed creates substantial doubt about our ability to continue as~~ a ~~going~~private ~~concern.~~placement ~~Based~~offering ~~on our need to raise additional funds to implement our business plans for~~ (the ~~next~~“December ~~twelve~~2024 ~~months,~~Private wePlacement”) ~~have~~an ~~included~~aggregate ~~a discussion concerning the presentation~~ of ~~our financial statements on a going concern basis in the notes to our consolidated financial statements. We will be required in the~~700,000 ~~near~~shares ~~future~~of tocommon ~~issue~~stock, ~~debt~~no orpar ~~sell~~value, ~~our~~at ~~Company’s~~a ~~equity~~purchase ~~securities~~price inper ~~order~~share toof ~~raise additional cash~~$2.50, ~~although there are no firm arrangements in place~~ for ~~any~~gross ~~such~~proceeds ~~financing~~of atapproximately ~~this time~~$1.75 Wemillion, ~~cannot~~of ~~provide~~which proceeds ~~any assurances as to whether we~~ will be ~~able~~used tofor ~~secure~~working ~~the necessary~~capital ~~financing,~~and orother ~~the~~general ~~terms~~corporate ~~of any such financing transaction if one were to occur~~purposes. The ~~failure~~offering toclosed ~~secure~~on ~~such~~December ~~financing could severely curtail our plans for future growth or in more severe scenarios~~23, ~~the continued operations of our Company~~2024.

On October 31, 2024, the Company entered into a Securities Purchase Agreement with certain investors to issue and sell 500,000 shares of its common stock at a price of $4.00 per share, for an aggregate purchase price of $2,000,000.18

On ~~November~~June 132, ~~2024~~2025, the Company entered into a ~~Securities~~securities ~~Purchase~~purchase ~~Agreement~~agreement with ~~nine~~certain ~~non-U.S.~~ investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the investors (the “June 2025 Offering”), an aggregate of ~~729~~1,~~167~~058,000 shares (the “June 2025 Shares”) of its common stock, inno apar ~~private~~value, ~~placement offering~~ at a purchase price per share of $40.8050. The June 2025 Offering closed on June 6, ~~for~~2025 ~~total~~and the Company received gross proceeds of ~~approximately~~ $3529,000.~~5 million.~~

23On January 27, 2025, the Company entered into a Standby Equity Purchase Agreement (the “January SEPA”) with certain investors effective as of January 28, 2025. Pursuant to January SEPA, the Company has the right to issue and sell to the investors, from time to time, up to $15 million worth of shares of the Company’s common stock, no par value per share, subject to the terms and conditions specified in the January SEPA. On June 20,2025, the Company issued and sold an aggregate of 1,400,000 shares (the “January 2025 SEPA Shares”) of its common stock at a purchase price per share of $0.75, pursuant to January SEPA.

On July 4, 2025, the Company entered into the Standby Equity Purchase Agreement (the “July SEPA”) with the Investors. Pursuant to July SEPA, the Company has the right to issue and sell to the investors, from time to time, up to $6 million worth of shares of the Company’s common stock, no par value per share, subject to the terms and conditions specified in the July SEPA. On August 27,2025, the Company issued and sold an aggregate of 3,200,000 shares of its common stock at a purchase price per share of $0.48, pursuant to July SEPA.

On September 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company offered, in a registered direct offering, 1,200,000 shares of its common stock, at a purchase price of $3.60 per share and pre-funded warrants to purchase up to 800,000 shares of common stock, at a purchase price of $3.59999 per pre-funded warrant (equal to $3.60 minus the exercise price of $0.00001 per pre-funded warrant). The closing of the offering occurred on September 11, 2025. The Company received net proceeds of approximately $6.69 million from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. As of September 30, 2025, 799,998 pre-funded warrants were exercised for the issuance of 799,998 shares of the Company’s common stock.

On November 12, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, shares of the Company’s common stock, with no par value, having an aggregate offering price of up to $50.0 million (the “At-the-Market Offering”). From November 12, 2025 to December 15, 2025, the Company issued an aggregate of 85,000,000 shares of Common Stock for the gross proceeds of approximately $28 million through the Sales Agent pursuant to the Sales Agreement. As of December 15, 2025, the Sales Agreement remains in-effect.

Working Capital

As of September 30, ~~2024~~2025 and ~~September 30~~2024, ~~2023,~~ our working capital ~~(deficit)~~ was $~~975~~13,~~755~~527,273 and $(2,~~913~~797,~~827)~~536, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory, and accounts payable to fluctuate, resulting in changes in our working capital.

Cash Flows

Operating Activities

~~Net~~For the year ended September 30, 2025, net cash used in operating activities ~~for~~was ~~the~~$4,728,738, ~~year~~primarily ~~ended~~driven ~~September~~by ~~30,~~the ~~2024~~net ~~was~~loss from continuing operation of $56,~~075~~814,~~412~~050 ~~compared~~and tonet loss from discontinuing operation of $1265,~~225~~313,~~941~~ ofpartially ~~net~~offset by non-cash ~~used~~items inof ~~operating~~stock-based compensation ~~activities~~expense ~~for~~of ~~the~~$2,185,205, ~~year~~loss ~~ended~~from ~~September~~investment 30disposal of $2,152,522, ~~2023.~~a ~~The~~$370,546 increase in fair value of ~~net~~SEPA, ~~cash~~and ~~usage~~working incapital ~~operating~~used cash ~~activities~~of $1,962,214, which was ~~mainly~~primarily ~~due~~driven toby a $~~128~~133,~~733~~ 710 increase ofin ~~loss~~prepayments ~~with~~and ~~non-cash~~other ~~reconciling~~current ~~items~~assets, ~~adjustment~~ and a $32,~~720~~107,~~738~~000 increase in ofinventories, ~~working~~and ~~capital~~operating ~~outflow~~cash flow used by discontinued operations of $398,948.

For the year ended September 30, 2024, net cash used in operating activities was $5,~~075~~521,~~412~~976, primarily driven by the net loss from continuing operation of $3607,~~251~~692 and net loss from discontinuing operation of $2,~~127~~606, 137, partially offset by non-cash items of $~~599~~146,~~057~~333 and working capital used cash of $23,~~423~~882,~~342~~169, which was primarily driven by a $~~322~~3,~~739~~ 844,630 increase of prepayments and other current assets, ~~including prepaid insurance~~ and ~~prepayments to service suppliers,~~ a $~~547~~37,~~568 decrease~~539 decrease in ~~unearned~~accounts ~~revenue~~payable, aaccounts ~~$729~~payable - related party,~~359~~ ~~decrease~~unearned inrevenue, operating lease liabilities and aother ~~$843,694~~current ~~decrease in accounts payable~~liabilities, and ~~accounts~~operating ~~payable -~~cash ~~related~~flow ~~party,~~provided ~~and~~by ~~other~~discontinued ~~current~~operations ~~liabilities~~of $1,479,390.

For the year ended September 30, 2023, net cash used in operating activities was $1,225,941, primarily driven by the net loss of $4,023,204, partially offset by non-cash items of $1,499,867, which mainly included bad debt expense of $1,267,960. Working capital provided cash of $1,297,396, which was primarily driven by a $936,098 increase in unearned revenue, a $325,951 increase in accounts payable, accounts payable - related party, operating lease liabilities and other current liabilities, a $468,895 decrease in account receivable, a $79,457 decrease of prepayments and other current assets, and partially offset by a $64,389 increase in inventories and a $538,765 increase in deferred offering costs.

Investing Activities

For the year ended September 30, ~~2024 and 2023~~2025, net cash used in investing activities was $3,277,453 and was primarily the result of ~~additions~~investment ~~to property and~~in ~~equipment~~equity investee of $~~559~~2,~~629 and $244~~200,~~899~~000, ~~respectively,~~ which ~~are~~is ~~mainly~~ related to the ~~additions~~investment ofin ~~machinery,~~Aurora ~~tools,~~Technology ~~motor~~Holding ~~vehicles,~~Limited and ~~leasehold~~ ~~improvements~~Flower Mouse Network Technology Limited.

For the year ended September 30, 2024, net cash used in investing activities was $547,060 and was mainly related to the purchase of machinery, tools, motor vehicles, and leasehold improvements by discontinued operations.

Financing Activities

Net cash provided by financing activities was $717,~~144~~059,~~235~~995 and $17,~~425~~144,~~110~~235, respectively, for the year ended September 30, ~~2024~~2025 and ~~2023~~2024.

For the year ended September 30, ~~2024~~2025, net cash provided by financing activities was ~~primarily~~ due to the $817,~~450~~059,~~000~~995 net cash from the ~~initial public~~several ~~offering, offset by $740,000 payment of short~~private-~~term loans, $503,372 repayment to related parties, $49,393 payments of notes payable,~~placement ~~and an aggregate amount payment of $13,000 for the assumption of the Warrants~~offerings.

For the year ended September 30, ~~2023~~2024, net cash provided by financing activities was primarily due to the $~~900~~8,450,000 ~~proceeds~~net cash from ~~stock~~the ~~issuance,~~initial ~~$627~~public offering,~~000~~ ~~proceeds~~offset ~~from~~by ~~related parties,~~ $~~230~~627,000 ~~proceeds~~repayment ~~from~~to ~~short-term~~related ~~loans~~parties and ~~offset by~~ $~~150~~180,000 payment of short-term loans, ~~$134,861 repayment to related parties,~~ and $47485,~~029~~765 ~~payments~~used ofin ~~notes~~financing activities ~~payable~~by discontinued operations.

Critical Accounting Policies and Estimate

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Note 2 — Basis of Presentation and Summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, going concern assessment, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported.

New Accounting Standards

From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update. To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 2 — Basis of Presentation and Summary of significant accounting policies, “Recently issued but not yet adopted accounting pronouncements”, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Consolidated Financial Statements upon adoption.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

2520

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

		Page
Financial Statements as of and for the Fiscal Years Ended September 30, 2024 and 2023
Financial Statements as of and for the Fiscal Years Ended September 30, 2025 and 2024
Report of Independent Registered Public Accounting Firm PCAOB ID# (2485)		F-2
Report of Independent Registered Public Accounting Firm PCAOB ID# (7095)		F-2
Report of Independent Registered Public Accounting Firm PCAOB ID# (05854)		F-3
Report of Independent Registered Public Accounting Firm PCAOB ID# (2485)		F-3
Consolidated Balance Sheets as of September 30, 2024 and 2023		F-4
Consolidated Balance Sheets as of September 30, 2025 and 2024		F-4
Consolidated Statements of Operations for the years ended September 30, 2024 and 2023		F-6
Consolidated Statements of Operations for the years ended September 30, 2025 and 2024		F-6
Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2024 and 2023		F-7
Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2025 and 2024		F-7
Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023		F-8
Consolidated Statements of Cash Flows for the years ended September 30, 2025 and 2024		F-8
Notes to Consolidated Financial Statements		F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Inno Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Inno Holdings Inc. and its subsidiaries (the “Company”) as of September 30, 2025, the related consolidated statements of operations and comprehensive income (loss), consolidated statement of changes in stockholders’ equity, and consolidated statement of cash flows for the years ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations and its cash flows for the years ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred an accumulated deficit of $14,818,007 and a negative cash flow from operations amounting to $4,728,738 for year ended September 30, 2025. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws. and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ JWF Assurance PAC

We have served as the Company’s auditor since 2025.

JWF Assurance PAC

Singapore

December 15, 2025

PCAOB ID Number 7095

F-2

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Inno Holdings Inc.

Brookshire, TX

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Inno Holdings Inc. and its subsidiaries (the “Company”) as of September 30, 2024, the related consolidated statements of operations, changes in stockholders'’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "“consolidated financial statements"”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Simon & Edward, LLP (PCAOB ID: 2485)

We have served as the Company’s auditor since 2024.

Rowland Heights, California

December 9, 2024, except for Note 10 which is dated December 12, 2025

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of INNO HOLDINGS INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of INNO HOLDINGS INC. and its subsidiaries (the Company) as of September 30, 2023 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ TAAD LLP

We served as the Company’s auditor from 2022 to 2024.

Diamond Bar, California

January 16, 2024

F-3

INNO HOLDINGS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

As of September 30, ~~2024~~2025 and ~~September 30, 2023~~ 2024

	September 30, 2024		September 30, 2023
	September 30, 2025		September 30, 2024
ASSETS
Current assets
Cash and cash equivalent	$	110,~~526~~130,~~661~~942	$	41,~~898~~077,138
Accounts receivable, net		-		70,435
Inventories		2,107,000		-
Inventories		333,074		394,293
Prepayments and other current assets		1,567,441		65,797
Deferred offering costs		-		538,765
Current assets from discontinued operations		-		3,026,402
Prepayments and other current assets		428,873		180,467
Total current assets		13,805,383		4,169,337
Total current assets		2,288,608		1,188,858
Non-current assets
ROU assets		570,295		437,770
Goodwill, net		-		-
Property and equipment, net		1,300,583		869,584
Equity investment		2,200,000		-
Other non-current assets		9,851		49,550
Total non-current assets		2,200,000		-
Total non-current assets		1,880,729		1,356,904
Total assets	$	16,005,383	$	4,169,337
Total assets	$	4,169,337	$	2,545,762
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		271,507		781,056
Advance from customer		100,000		-
Accounts payable – related party		-		535,595
Other payables and accrued liabilities		318,110		138,700
Accounts payable		-		535,595
Short-term loan payable		50,000		50,000
Unearned revenue		590,260		1,137,828
Current liabilities from discontinued operations		-		1,183,101
Other payables and accrued liabilities		287,952		92,164
Total current liabilities		468,110		1,371,801
Other payables – related party		1,000		504,372
Other payables		1,000		504,372
Short-term loan payable		50,000		790,000
Lease liability – current		60,236		212,277
Long-term notes payable – current portion		51,898		49,393
Total current liabilities		1,312,853		4,102,685
Non-current liabilities
Notes payable		58,948		110,846
SEPA liabilities		370,546		-
Lease liability – non-current		-		275,817
Total non-current liabilities		370,546		-
Total non-current liabilities		58,948		386,663
Total liabilities		838,656		1,371,801
Total liabilities		1,371,801		4,489,348
Commitments and contingency		—		—

F-4

INNO HOLDINGS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

As of September 30, ~~2024,~~2025 and ~~September 30, 2023~~ 2024

	September 30, 2024			September 30, 2023
	September 30, 2025			September 30, 2024
Stockholders’ Equity (Deficit)
Stockholders’ Equity
Common stock, no par value; 100,000,000 shares authorized; 2,279,960 and 1,825,173 shares issued and outstanding on September 30, 2024 and September 30, 2023 *		—			—
Common stock, no par value; 100,000,000 shares authorized; 12,948,480 and 2,279,960 shares issued and outstanding on September 30, 2025 and September 30, 2024*		—			—
Additional paid in capital		1029,~~748~~984,~~534~~734			210,~~830~~748,~~000~~534
Accumulated deficit		(714,~~738~~818,~~644~~007	)		(47,~~524~~738,~~815~~644	)
Non-controlling interest		~~(212,354~~-	)		(~~248~~212,~~771~~354	)
Total equity (deficit)		2,797,536			(1,943,586	)
Total equity		15,166,727			2,797,536
Total liabilities and equity (deficit)	$	4,169,337		$	2,545,762
Total liabilities and equity	$	16,005,383		$	4,169,337

* Adjusted retroactively for reverse stock split that occurred on October 9, 2024, see Note 2.

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

INNO HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended September 30, ~~2024~~2025 and ~~2023~~ 2024

	2024			2023
	2025			2024
	For the Years Ended September 30,
	2024			2023
	2025			2024
Revenue - products	$	395,495		$	799,747
REVENUES:
Revenue - consulting services		205,000			-
Revenue - products	$	2,846,250		$	-
Revenue – licensing income		285,000			-
Total revenue		2,846,250			-
Total Revenue		885,495			799,747
COSTS OF REVENUE:
COSTS AND EXPENSES:
Costs of goods sold		2,790,500			-
Costs of materials and labor		409,169			1,255,315
Total cost of sales		2,790,500			-
Selling, general and administrative expenses (exclusive of expenses shown separately below)		3,678,866			2,191,043
GROSS PROFIT		55,750			-
Impairment loss		23,911			-
OPERATING EXPENSES:
Depreciation		87,116			69,437
Selling, general and administrative expenses (exclusive of expenses shown separately below)		4,414,709			844,844
Bad debt expense		59,935			1,267,960
Impairment loss on goodwill		3,514			-
Total costs and expenses		4,258,997			4,783,755
Total operating expenses		4,418,223			844,844
LOSS FROM OPERATIONS		(34,~~373~~362,~~502~~473	)		(3844,~~984,008~~844	)
OTHER INCOME (EXPENSE)
Interest income (expenses), net		76,047			(72,118	)
Interest income, net		62,925			99,744
Other non-operating income (expense)		47,128			32,922
Loss on investment disposal		(2,152,522)			-
Total other income (expenses), net		123,175			(39,196	)
Change in fair value of SEPA		(370,546)			-
LOSS BEFORE INCOME TAXES		(3,250,327	)		(4,023,204	)
Other non-operating income, net		9,366			138,208
PROVISION FOR INCOME TAXES		800			-
Total other (expenses) income, net		(2,450,777	)		237,952
NET LOSS		(3,251,127	)		(4,023,204	)
LOSS BEFORE INCOME TAXES		(6,813,250	)		(606,892	)
Non-controlling interest		(37,298	)		(127,426	)
INCOME TAX EXPENSE		(800	)		(800	)
NET LOSS ATTRIBUTABLE TO INNO HOLDINGS INC.	$	(3,213,829	)	$	(3,895,778	)
NET LOSS FROM CONTINUING OPERATIONS		(6,814,050	)		(607,692	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK
Net loss from discontinued operations		(195,796	)		(2,643,435	)
Basic and Diluted		2,022,263			1,815,510
NET LOSS	$	(7,009,846	)	$	(3,251,127	)
Non-controlling interest		69,517			(37,298	)
NET LOSS ATTRIBUTABLE TO INNO HOLDINGS INC.	$	(7,079,363	)	$	(3,213,829	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK*
Basic and Diluted		5,401,162			2,022,263
LOSSES PER SHARE
Basic and Diluted	$	(1.59	)	$	(2.15	)
Basic and Diluted from Continuing Operation		(1.26	)		(0.30	)
Basic and Diluted from Discontinuing Operation		(0.05	)		(1.29	)
Basic and Diluted, Total	$	(1.31	)	$	(1.59	)

*	Adjusted retroactively for reverse stock split that occurred on October 9, 2024, see Note 2. The computation of basic and diluted Losses Per Share were retroactively adjusted for all periods presented.

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

INNO HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended September 30, ~~2024~~2025 and ~~2023~~2024

	Shares		Amount*		Capital			Deficit			interest			Total
	Common Stock*				Additional Paid in			Accumulated			Non- controlling
	Shares		Amount		Capital			Deficit			interest			Total
Balance, September 30, 2022		1,797,000	$	—	$	1,805,000		$	(629,037	)	$	(121,345	)	$	1,054,618
Balance, September 30, 2023		1,825,173	$	-	$	2,830,000		$	(4,524,815	)	$	(248,771	)	$	(1,943,586	)
Net loss		—-		—-		—-			(3,~~895~~213,~~778~~829	)		(~~127~~37,~~426~~298	)		(43,~~023~~251,~~204~~127	)
Shares issued for cash		24,883		—		900,000			—			—			900,000
Shares issued upon IPO completion		250,000		-		7,859,534			-			-			7,859,534
Shares issued for service		3,289		—		125,000			—			—			125,000
Disposal of subsidiary		-		-		-			-			73,715			73,715
Balance, September 30, 2023		1,825,173	$	—	$	2,830,000		$	(4,524,815	)	$	(248,771	)	$	(1,943,586	)
Warrants assumption		-		-		(13,000	)		-			-			(13,000	)
Balance		1,825,173	$	—	$	2,830,000		$	(4,524,815	)	$	(248,771	)	$	(1,943,586	)
Shares issued for service		5,000		-		72,000			-			-			72,000
Net loss									(3,213,829	)		(37,298	)		(3,251,127	)
Fractional shares round up due to reverse stock split		199,787		-		-			-			-			-
Shares issued upon IPO completion		250,000		—		7,859,534			—			—			7,859,534
Balance, September 30, 2024		2,279,960		-		10,748,534			(7,738,644	)		(212,354	)		2,797,536
Disposal of subsidiary		—		—		—			—			73,715			73,715
Net loss		-		-		-			(7,079,363	)		69,517			(7,009,846	)
Warrants assumption		—		—		(13,000	)		—			—			(13,000	)
Disposal of subsidiary		-		-		-			-			142,837			142,837
Shares issued for service		5,000		—		72,000			—			—			72,000
Stock-based compensation		1,081,355		-		2,176,205			-			-			2,176,205
Fractional shares round up due to reverse stock split		199,787		—		—			—			—			—
Shares issued for cash		9,587,165		-		17,059,995			-			-			17,059,995
Balance, September 30, 2024		2,279,960	$	—	$	10,748,534		$	(7,738,644	)	$	(212,354	)	$	2,797,536
Balance, September 30, 2025		12,948,480	$	-	$	29,984,734		$	(14,818,007	)	$	-		$	15,166,727
Balance		2,279,960	$	—	$	10,748,534		$	(7,738,644	)	$	(212,354	)	$	2,797,536

*	Adjusted retroactively for reverse stock split that occurred on October 9, 2024, see Note 2. All references to number of shares, and to per share information in the consolidated financial statements have been retroactively adjusted.

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

INNO HOLDINGS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	2024			2023
	For the Years Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,251,127	)	$	(4,023,204	)
Adjustments to reconcile net income to cash used in operating activities:
Depreciation expense		87,116			69,437
Stock-based compensation expense		146,333			41,667
Non-cash operating lease expense		224,216			120,803
Bad debt expense		59,935			1,267,960
Loss from settlement		28,796			—
Fixed assets disposal loss		5,035			—
Subsidiary disposal loss		23,715			—
Impairment loss		23,911			—
Change in operating assets and liabilities
Accounts receivable		10,500			468,895
Accounts receivable – related party		—			100,000
Inventories		61,219			(64,389	)
Deferred offering costs		(51,701	)		(538,765	)
Prepayments and other current assets		(322,739	)		79,457
Other non-current assets		—			(9,851	)
Accounts payable		(480,886	)		309,278
Accounts payable – related party		(485,595	)		50,000
Unearned revenue		(547,568	)		936,098
Operating lease liabilities		(729,359	)		(76,991	)
Other current liabilities		122,787			46,121
Other non-current liabilities		—			(2,457	)
Net cash used in operating activities		(5,075,412	)		(1,225,941	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets additions		(559,629	)		(244,899	)
Proceed from fixed assets disposal		12,569			—
Net cash used in investing activities		(547,060	)		(244,899	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		—			627,000
Payments to related parties		(503,372	)		(134,861	)
Proceeds from short-term loans		—			230,000
Payments to short-term loans		(740,000	)		(150,000	)
Payment to long-term note		(49,393	)		(47,029	)
Warrants assumption		(13,000	)		—
Shares issued for cash		8,450,000			900,000
Net cash provided by financing activities		7,144,235			1,425,110
CHANGES IN CASH		1,521,763			(45,730	)
CASH AND CASH EQUIVALENT, beginning of period		4,898			50,628
CASH AND CASH EQUIVALENT, ending of period	$	1,526,661		$	4,898
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	800		$	3,500
Cash paid for interest	$	23,697		$	43,909
Noncash deferred offering costs offset to APIC upon IPO completion	$	590,466		$	—
Right-of-use assets obtained in exchange for operating lease liabilities	$	356,741		$	104,690
Deposit applied to lease liability	$	39,699		$	—

For the Years Ended September 30, 2025 and 2024

	2025			2024
	For the Years Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(6,814,050	)	$	(607,692	)
Net loss from discontinuing operations		(265,313	)		(2,606,137	)
Adjustments to reconcile net income to cash used in operating activities:
Stock-based compensation expense		2,185,205			146,333
Loss from investment disposal		2,152,522			-
Impairment loss on goodwill		3,514			-
Change in fair value of SEPA		370,546			-
Inventories		(2,107,000	)		-
Deferred offering costs		-			(51,701	)
Prepayments and other current assets		(133,710	)		(3,844,630	)
Accounts payable		-			(31,248	)
Accounts payable - related party		-			(263,592	)
Advance from customer		100,000			-
Operating lease liabilities		-			(39,221	)
Other payables and accrued liabilities		178,496			296,522
Operating cash flow used by discontinued operations		(398,948	)		1,479,390
Net cash used in operating activities		(4,728,738	)		(5,521,976	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment in equity investee		(3,602,600	)		-
Proceed from investment disposal		352,000			-
Net cash used in investing activities by discontinued operations		(26,853	)		(547,060	)
Net cash used in investing activities		(3,277,453	)		(547,060	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments to related parties		-			(627,000	)
Payments to short-term loans		-			(180,000	)
Warrants assumption		-			(13,000	)
Proceeds from IPO		-			8,450,000
Shares issued for cash		17,059,995			-
Net cash used in financing activities by discontinued operations		-			(485,765	)
Net cash provided by financing activities		17,059,995			7,144,235
CHANGES IN CASH AND CASH EQUIVALENT		9,053,804			1,075,199
CASH AND CASH EQUIVALENT, beginning of period		1,077,138			1,939
CASH AND CASH EQUIVALENT, ending of period	$	10,130,942		$	1,077,138
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	-		$	800
Cash paid for interest	$	-		$	23,697
Noncash deferred offering costs offset to APIC upon IPO completion	$	-		$	590,466
Right-of-use assets obtained in exchange for operating lease liabilities	$	-		$	356,741
Deposit applied to lease liability	$	-		$	39,699

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-8

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 — Nature of business and organization

INNO HOLDINGS, INC., a Texas corporation (the “Company”), was incorporated on September 8, 2021. The Company is principally engaged in the marketing and sale of construction products along with full-scope construction services in the US.

On January 18, 2022, the Company formed a limited liability company, Castor Building Tech LLC (“CBT”), in California. The Company owned 53% of the equity interest in CBT. On October 16, 2023, the Company and the noncontrolling interest parties reached a new ownership agreement that the Company’s ownership increased to 55%. According to the new ownership agreement, the ownership percentage change is retroactively effective from January 18, 2022. The impact of historical noncontrolling interest allocation from this ownership percentage change is immaterial.

Effective as of January 21, 2022, the Company acquired 100% of the ordinary shares of Inno Metal Studs Corp. (“IMSC”), a Texas corporation incorporated on October 31, 2019. Pursuant to the terms of the Share Purchase Agreement with IMSC’s former sole owner and CEO of the Company, Mr. Dekui Liu, the Company issued 15,170,000 shares of its common stock to Mr. Dekui Liu in exchange for his 100% ownership in IMSC. Upon completion of the transaction, IMSC became a 100% owned subsidiary of the Company.

Inno Research Institute LLC (“IRI”), a Texas limited liability company ~~incorporated~~was formed on September 8, 2021, is a 65% owned subsidiary of IMSC. On January 27, 2024, IRI was voluntarily terminated and resulted in a disposal loss of $ 23,715. The R&D activities carried out by IRI will be transferred to Inno AI Tech Corp, a new subsidiary of the Company.

On January 21, 2024, the Company ~~established~~incorporated Inno Disrupts Inc., a wholly owned subsidiary in Texas. The purpose of Inno Disrupts Inc. is is to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated buildings in US, and other activities.

On February 11, 2024, the Company ~~formed~~incorporated Inno AI Tech Corp., a wholly owned entity to conduct AI tech research and consulting activities.

On October 18, 2024, the Company completed the acquisition of 10,000 shares of Lear Group Limited (“Lear”), a Hong Kong company, from its shareholder for a total consideration of $1,300. As a result of this transaction, Lear became a wholly-owned subsidiary of the Company. The acquisition of Lear was undertaken to support the Company’s entry into a new business initiative focused on electronic product trading.

On December 13, 2024, the Company completed the acquisition of 10,000 shares of Baymax High Technology Co., Limited (“Baymax”), a Hong Kong company, from its shareholder for a total consideration of $1,300. As a result of this transaction, Baymax became a wholly-owned subsidiary of the Company.

On March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp and Inno AI Tech Corp for an aggregate purchase price of $1,000.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all the membership interest it owns in Castor Building Tech LLC, which represents 55% of the outstanding membership interest in Castor Building Tech LLC, for an aggregate purchase price of $1,000.

F-9

Note 2 — Basis of Presentation and Summary of significant accounting policies

Basis of presentation

The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The Company’s fiscal year end date is September 30.

Consolidated ~~Principles~~principles of consolidation

The Consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated.

Reclassifications

Certain amounts on the prior year’s consolidated balance sheets, consolidated statements of operations and cash flows were reclassified to conform to the current year presentation, with no effect on ending stockholders’ equity.

~~Reverse~~Going ~~Stock Split~~concern

OnAs ~~November~~of September 30, ~~2022~~2025, the Company ~~effected~~had atotal ~~forward~~cash ~~stock~~and ~~split~~cash ~~(the~~equivalent ~~“Stock Split”)~~ of ~~the~~$10,130,942 ~~Company’s issued~~ and ~~outstanding shares~~accumulated ofdeficit ~~the common stock at a split ratio~~ of ~~2-for-1~~$14,818,007. ~~Further~~For onthe year ~~July~~ended 24September 30, ~~2023~~2025, the Company ~~effected~~had incurred a ~~reverse~~net ~~stock~~loss ~~split (the “Reverse Stock Split”)~~ of ~~the~~$7,009,846 ~~Company’s issued~~ and ~~outstanding~~net ~~shares~~cash ofused ~~the~~cash ~~common~~in ~~stock~~operations ~~at a split ratio~~ of ~~1-for-2 such that every~~$4,728,738. ~~holder~~These ofconditions ~~common~~raise ~~stock~~substantial ofdoubt about the Company’s ~~shall~~ability ~~receive~~to ~~one~~continue ~~share~~as ofa ~~common~~going ~~stock~~concern. ~~for~~Based ~~every~~on ~~two~~our ~~shares~~current ~~of common stock held~~ operating and toinvesting ~~reduce the number of authorized shares of common stock from 200~~plan,~~000,000~~ tothe ~~100,000,000.~~management ~~Shortly~~has ~~after~~concluded ~~the~~that ~~Reverse~~substantial ~~Stock~~doubt ~~Split,~~is ~~the~~not ~~Board~~alleviated ~~of Directors~~regarding of the Company’s ~~approved~~ability ~~issuance of additional shares~~ to ~~preserve~~continue as ~~the~~a ~~original~~going ~~purchase~~concern ~~price~~for ~~per~~12 ~~share~~months offrom the ~~shares~~date ~~sold in~~of ~~the~~issuance ~~period~~of ~~from~~these ~~February~~financial ~~1 to September 30, 2023~~statements.

OnThe ~~October 9, 2024, the~~ Company’s ~~completed~~continuation as a ~~1-for-10~~going ~~reverse~~concern ~~stock~~is ~~split~~dependent ofon its ~~issued~~ability ~~and~~to ~~outstanding~~generate ~~common~~sufficient ~~stock,~~cash noflows ~~par~~from ~~value,~~operations ~~(the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior~~ to ~~October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Common Stock began trading~~meet onits ~~a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10~~obligations, ~~2024. The trading symbols for the Common Stock remains “INHD”. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock~~ and/or ~~did~~obtaining ~~not~~additional ~~change~~financing ~~the~~from ~~par value~~its ofshareholders ~~the~~or ~~Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up, no~~ other ~~effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199~~sources,~~787~~ ~~fractional~~as ~~shares~~may ~~were~~be ~~issued in connection with the Reverse Stock Split~~required.

~~All~~Standby ~~common~~Equity ~~share~~Purchase ~~and per-share amounts in this Form 10-K have been retroactively restated to reflect the effect of the Reverse Stock Split.~~Agreement

F-On July 4, 2025, the Company entered into the SEPA with the Investors. Pursuant to SEPA, the Company has the right, but not the obligation, to issue and sell, from time to time at the Company’s discretion, up to $6 million of shares of our common stock to the Investors at a price equal to 40%, or a percentage between 20% and 40% as determined by us, of the Minimum Price, or $1.20, subject to specified limitations and conditions, including a $0.5 million minimum per drawdown and a 9.99% beneficial ownership cap per investor. The SEPA has a three-year term and may be terminated earlier by the Company, and the Company expect to use any proceeds for working capital and general corporate purposes. The SEPA, in its entirety, is classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-10, Derivatives and Hedging (“ASC 815-10”). The SEPA derivative is valued based on a scenario-based valuation model utilizing the expected draws, probability of the draws and risk-free rate inputs. The change in the fair value of the derivative is recorded in the Consolidated Statements of Operations.

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Use of estimates and assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents consist of amounts held as cash on hand, bank and money market deposits, and marketable securities with maturities of less than 90 days.

From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000, which is currently the maximum amount insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes the Company is not exposed to any significant credit risk with respect to its cash.

Accounts receivable

During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances ~~using expected credit loss (CECL) methodology~~ each reporting period to determine if an allowance for credit loss is required.

In October 2020, the Company adopted ASU 2016-13, Topics 326 — Credit Loss, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology, for its accounting standard for its trade accounts receivable.

F-10

The Company continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses:

● the customer fails to comply with its payment schedule; ● the customer is in serious financial difficulty; ● a significant dispute with the customer has occurred regarding job progress or other matters; ● the customer breaches any of its contractual obligations; ● the customer appears to be financially distressed due to economic or legal factors; ● the business between the customer and the Company is not active; and ● other objective evidence indicates non-collectability of the accounts receivable.

●The adoption of the ~~customer~~credit isloss inaccounting ~~serious~~standard has no material impact on the Company’s consolidated financial ~~difficulty;~~statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in the calculation of allowance for credit losses based on its customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses.

●Equity ~~a significant dispute with the customer has occurred regarding job progress or other matters;~~investment

●The Company measure investments in equity investments without readily determinable fair value using a measurement alternative that measures these securities at the ~~customer~~cost ~~breaches~~method minus impairment, if any, ofplus ~~its~~or ~~contractual~~minus ~~obligations;~~changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

● the customer appears to be financially distressed due to economic or legal factors;

● the business between the customer and the Company is not active; and

● other objective evidence indicates non-collectability of the accounts receivable.

Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in the calculation of allowance for credit losses based on its customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses.

Fair values of financial instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities are approximate fair values due to their short-term nature.

For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

F-10

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 —	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 —	Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 —	Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

On July 4, 2025, the Company entered into the SEPA with the Investors. Upon execution of the SEPA, the Company determined the fair value of the SEPA derivative liability to be $635,669 based on a scenario-based model. The Company determined the fair value of the SEPA derivative liability to be $370,546 at September 30, 2025; the change in fair value is recognized in other income and expense. The carrying amounts of SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies.

F-11

The following tables summarize the changes in fair value of SEPA derivative liability for the years ended September 30, 2025. The SEPA derivative liabilities were not present for the year ended September 30, 2024.

Level 3 Liabilities

Fair Value at

September 30,

2024

Issuances

(Settlements)

Change in Unrealized (Gains) Losses

Fair Value at September 30, 2025

SEPA derivative liability

370,546

Revenue recognition

The Company ~~recognizes~~has ~~revenue~~adopted ~~in accordance with~~ Accounting Standards Codification (“ASC”) 606, ~~accounting~~since ~~for~~its ~~product,~~inception ~~service~~ and ~~licensing~~recognizes revenue from product and service sales revenues, net of promotional discounts and return allowances, if any, when the following revenue recognition criteria ~~are~~ are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon delivery, therefore, revenue from product sales is recognized when it is delivered to the customer. For services, all sales are recognized upon completion based on terms stated in the sales agreements.

The Company evaluates the criteria of ASC 606 — Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross.

Payments received prior to the delivery of goods ~~or services~~ to customers are recorded as unearned revenue.

Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses.

~~License~~Revenue ~~income originates~~ from ~~licensing~~electronic ~~our~~products ~~logo,~~trading ~~technology~~is ~~and~~recognized ~~intellectual~~at ~~property where we receive fixed license fees over licensing periods. Our 2024 license revenue was derived from one-time licensing agreement with an individual and his startup company for~~ the ~~purpose~~point of ~~startup~~ ~~operations~~delivery ~~and~~when ~~marketing development. Revenue from~~ the ~~licensing~~customer ~~has~~obtains ~~minimal~~control ~~associated~~of ~~direct~~the ~~costs, and thus is highly profitable~~products.

Costs and expenses

Costs and expenses are operating expenses, which consist of costs of material and labor, selling, general and administrative expenses, and depreciation, are expensed as incurred.

Inventory

Inventory consists of material and finished goods ready for sale and is stated at the lower of cost or net realizable value. The Company values its inventory using the FIFO costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence.

~~F-11~~If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated net realizable value. The Company regularly assesses its inventory for obsolescence and records an allowance only when the inventory is no longer suitable for reproduction. The Company’s inventory generally has a long life cycle and does not become obsolete quickly.

~~INNO HOLDINGS INC. AND SUBSIDIARIES~~F-12

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated net realizable value. The Company regularly assesses its inventory for obsolescence and records an allowance only when the inventory is no longer suitable for reproduction. The Company’s inventory generally has a long-life cycle and does not become obsolete quickly.

Deferred offering costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations in the period of determination.

Property and equipment

Property and equipment is stated at their historical cost, less accumulated depreciation. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets as follows:

Machinery and equipment		7 years

Office equipment		5 years

Motor vehicles		5 years

Leasehold improvements		the shorter of the lease term or the estimated useful life of the improvements

Expenditures for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

Upon sale or disposal of an asset, the historical cost and related accumulated depreciation or amortization of such asset were removed from their respective accounts and any gain or loss is recorded in the statements of income.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property and equipment were recorded during the year ended September 30, 2025. The Company recorded $23,911 impairment loss during the year ended September 30, 2024 to write down the leasehold improvement balance as a result of the early termination of the lease in Corona CA. ~~No impairment expenses for property and equipment were recorded during the year ended September 30, 2023.~~

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. Goodwill is not amortized but are subject to impairment testing on an annually basis or more frequently if events or circumstances indicate a potential impairment. These events or circumstances could include a significant change in the business climate, regulatory environment, established business plans, operating performance indicators or competition. Potential impairment indicators may also include, but are not limited to, (i) significant changes to estimates and assumptions used in the most recent annual or interim impairment testing, (ii) downward revisions to internal forecasts, and the magnitude thereof, (iii) declines in our market capitalization below our book value, and the magnitude and duration of those declines, (iv) a reorganization resulting in a change to our operating segments, and (v) other macroeconomic factors, such as increases in interest rates that may affect the weighted average cost of capital, volatility in the equity and debt markets, or fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations.

F-13

Leases

On its inception date, the Company adopted ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

F-12

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Stock-based Compensation

The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. In addition to the requisite service period, the Company also evaluates the performance condition and market condition under ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied for the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over the employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will be met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should be reversed) because the vesting condition in the award has not been satisfied.

The Company will recognize forfeitures of such equity-based compensation as they occur.

Segment Reporting

The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions, allocating resources and assessing performance as the source for determining the Company’s reportable segments. During the years ended September 30, ~~2024~~2025 and ~~2023~~2024, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company only has one operating segment as defined under ASC 280-10-50.

Income taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-14

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Texas and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

Commitments and contingencies

In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter.

~~F-13~~Earnings per share

~~INNO~~Basic ~~HOLDINGS~~earnings ~~INC~~per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. ~~AND~~Diluted ~~SUBSIDIARIES~~earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised.

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Loss per share

Basic loss per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised.

Recently issued but not yet adopted accounting pronouncements

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Act and Jobs Act, modifications to the international tax framework, and the restoration of favorable business tax provisions, such as 100% bonus depreciation and the business interest expense limitation, among others. The legislation contains multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. While we are continuing to evaluate the full impact of the legislation, we do not expect the OBBBA to have a material effect on our fiscal 2025 effective tax rate.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expenses. The Company is required to adopt this guidance in the first quarter of the fiscal year 2026. Early adoption is permitted on a prospective basis. We are currently evaluating the impact of this ASU on our annual income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosures about significant segment expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2025 and for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of this ASU on our segment disclosures.

In June 2022, FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and require specific disclosures related to such an equity security. This standard is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

F-1415

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Subsequent events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented.

Note 3 — ~~Accounts Receivable, Net~~Inventories

~~Accounts~~As ~~receivable~~of ~~for~~September ~~the~~30, ~~Company~~2025 ~~consisted~~and of2024, ~~the~~inventories ~~following~~consisted as of the ~~dates indicated below~~following:

Schedule of accounts receivable

	September 30, 2024		September 30, 2023
Accounts receivable	$	-	$	1,338,395
Less: allowance for credit losses		-		(1,267,960	)
Accounts receivable, net	$	-	$	70,435

The Company wrote off the allowance for credit losses subsequent to exhaustive efforts to recover the receivable, which typically occurs within a 12-month period following the initial reservation for the allowance. A summary of the activities in the allowance for expected credit losses for the years ended September 30, 2024 and 2023 is as follows:

Schedule of activities in the allowance for expected credit losses

	September 30, 2024			September 30, 2023
Allowance for credit losses, beginning	$	1,267,960		$	-
Add/ (Deduct):
Provision for credit loss		59,935			1,267,960
Write-offs		(1,327,895	)		-
Allowance for credit losses, end	$	-		$	1,267,960

The Company recorded credit losses of $59,935 and $1,267,960 for the years ended September 30, 2004 and 2023, respectively.

Note 4 — Inventories

As of September 30, 2024 and September 30, 2023, inventories consisted of the following:

Schedule of inventories

	September 30, 2024		September 30, 2023
	September 30, 2025		September 30, 2024
Raw material	$	73,109	$	134,299
Merchandise inventory	$	2,107,000	$	-
Production inventory		259,965		259,994
Total	$	2,107,000	$	-
Total	$	333,074	$	394,293

As of September 30, ~~2024~~2025 and ~~2023~~2024, there was no allowance for obsolescence recorded.

Note 54 — ~~Deferred~~Prepayments ~~offering~~and ~~costs~~other current assets

~~Deferred~~As ~~offering costs consisted~~ of ~~fees~~September ~~and expenses incurred in connection with the sale of the Company’s common stock in the IPO~~30, ~~including the~~2024 ~~legal,~~and ~~accounting~~2025, ~~printing~~prepayments and other ~~offering related costs. Upon completion of the IPO, these deferred offering costs are to be reclassified from~~ current assets toconsisted ~~stockholders’ equity and recorded against the net proceeds from the offering. As~~ of ~~September 30, 2024 and September 30, 2023, deferred offering costs amounted to $Nil and $538,765, respectively. On December 18, 2023,~~ the ~~whole amount of deferred offering costs was charged to additional paid in capital upon the completion of the initial public offering.~~following:

~~Note~~ Schedule 6of —prepayment ~~Prepayments~~ and other current assets

As of September 30, 2024 and 2023, prepayments and other current assets consisted of the following:

	September 30, 2025		September 30, 2024
Loan and Interest receivable	$	916,164	$	-
Receivable from sales of equity investment		350,100		-
Advance to suppliers		157,250		-
Prepaid rent		48,000		-
Prepaid insurance		34,028		35,172
Prepaid for legal fee		24,649		-
Deposits		24,000		-
Advance to other service providers		-		27,125
Other prepayments and current assets		13,250		3,500
Total	$	1,567,441	$	65,797

~~Schedule~~On February 28, 2025, the Company entered into a loan agreement with HST Trading Limited, providing a principal amount of ~~prepayments~~$500,000 at an annual interest rate of 5%. The loan term is six months, with the principal and ~~other~~accrued ~~current~~interest ~~assets~~due for repayment on or before February 27, 2026. On August 7, 2025, the Company entered into a loan agreement with HST Trading Limited, providing a principal amount of $400,000 at an annual interest rate of 5%. The loan term is six months, with the principal and accrued interest due for repayment on or before February 7, 2026. As of September 30, 2025, the outstanding balance of loan and interest receivable was $916,164.

	September 30, 2024		September 30, 2023
Prepaid marketing and promotional services	$	73,750	$	-
Advance to other service providers		57,624		-
Advance to suppliers		250,638		87,217
Prepaid insurance		36,809		3,663
Prepaid for services by stock grants		-		83,333
Other prepayments and current assets		10,052		6,254
Total	$	428,873	$	180,467

Note 5 — Equity Investments

F-On October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in Core Modu LLC, and for which the Company does not have the ability to exercise significant influence. The investment totaled $1.4 million. The Company measure investments in equity investments without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

~~INNO~~On ~~HOLDINGS~~March ~~INC.~~28,2025, ~~AND~~the ~~SUBSIDIARIES~~Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all of the membership interest it owns in Core Modu LLC, which represents 15% of the outstanding membership interest in Core Modu LLC, for an aggregate purchase price of $700,000.

Notes to Consolidated Financial Statements

Note 7 — Property and equipment, net

As of September 30, 2024 and 2023, property and equipment consisted of the following:

Schedule of property and equipment

	September 30, 2024			September 30, 2023
Machinery and equipment	$	346,900		$	346,900
Office equipment		3,064			5,488
Motor vehicles		109,276			64,082
Construction-in-progress		980,883			497,000
Leasehold improvements		18,000			54,049
Total		1,458,123			967,519
Property and equipment, gross		1,458,123			967,519
Less: accumulated depreciation		(157,540	)		(97,935	)
Property and equipment, net	$	1,300,583		$	869,584

The Construction-in-progress is related to the project to expand the Company’s operation and manufacturing capabilities in a factory in Texas. This project is expected to be completed by the end of February 2025.

In connection with the termination of the lease in Corona, CA as disclosed in Note 13, the Company recorded $23,911 impairment loss during the year ended September 30, 2024 to write down the leasehold improvement balance.

For the years ended September 30, 2024 and 2023, depreciation expenses amounted to $87,116 and $69,437, respectively.

Note 8 — Loans payable

Short-term loans

Revolving line of credit

On September 16, 2022, the Company entered into an agreement with Origin Bank for a revolving line of credit (the “Line of Credit”) of up to $1,000,000 with interest at the floating Prime Rate plus one percent (1.0%) per annum, which is to be adjusted daily to the rate in effect. Interest shall be due and payable monthly as it accrues. The Line of Credit is secured by a Security Agreement and Financing Statement that covers certain properties of the Company and guaranteed by Mr. Dekui Liu, the former CEO of the Company. As of September 30, 2024, the line of credit was fully paid off and closed. For the years ended September 30, 2024 and 2023, the Company recorded interest expense related to the Line of Credit of $ 15,881 and $60,957, respectively. As of September 30, 2024 and 2023, the total outstanding balance of the Note was $Nil and $560,000, respectively. The balance was presented on the consolidated balance sheet as a short-term loan.

Short term loan without interest

From June 2023 to August 2023, the Company borrowed short-term loans due on demand without interest, amounting to $230,000 from three individuals for operating purposes. As of September 30, 2024 and 2023, the outstanding balance due to these individuals were $50,000 and $230,000, respectively. The balance was presented on the consolidated balance sheet as a short-term loan.

Long-term loan

Promissory note payable

On October 28, 2021, the Company issued to BancorpSouth Bank a five-year unsecured 4.75% promissory note, payable in equal monthly installments of $4,661 commencing November 28, 2021 (the “Note”). The principal amount of the Note was $248,500. The Note is secured by a Security Agreement and Financing Statement that covers certain properties of the Company and guaranteed by Mr. Dekui Liu, the former CEO of the Company. For the years ended September 30, 2024 and 2023, the Company recorded interest expense related to the note of $6,773 and $8,903, respectively.

As of September 30, 2024 and 2023, the total outstanding balance of the Note was $110,846 and $160,239, respectively, which was presented on the consolidated balance sheet as a current portion of $51,898 and $49,393, and a non-current portion of $58,948 and $110,846, respectively.

Note 9 — Related party transactions

The Company borrows short-term loans without interest from its Former CEO, Mr. Dekui Liu, for operation and cashflow needs from time to time. As of September 30, 2024, the amount due to Mr. Liu was $1,000. As of September 30, 2023, the amount due to Mr. Liu was $327,372.

F-16

~~INNO~~On ~~HOLDINGS~~May ~~INC~~28, 2025, the Company entered into an equity investment agreement with Aurora Technology Holding Limited (“Aurora”), securing a 16.67% ~~AND~~ownership ~~SUBSIDIARIES~~interest in Aurora, and for which the Company does not have the ability to exercise significant influence. The investment totaled $1 million. The Company measure investments in equity investments without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. A third-party independent appraiser was engaged to calculate pre-investment fair value of Aurora. Gains and losses on these securities are recognized in other income and expenses.

~~Notes~~On August 6, 2025, Lear Group Limited, the subsidiary of the Company, entered into an equity investment agreement with Flower Mouse Network Technology Limited (“Flower”), securing a 15% ownership interest in Flower, and for which the Company does not have the ability to ~~Consolidated~~exercise ~~Financial~~significant ~~Statements~~influence. The investment totaled $1.2 million. The Company measure investments in equity investments without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. A third-party independent appraiser was engaged to calculate pre-investment fair value of Flower. Gains and losses on these securities are recognized in other income and expenses.

Note 96 — ~~Related~~Goodwill, ~~party transactions (cont.)~~net

~~The~~As ~~Company engaged Yunited Assets LLC (“Yunited”), a limited liability company owned by Mr. Cheng Yu, the minority owner~~ of ~~the~~ ~~Company’s subsidiary, Inno Research Institute, for consultation services on a project-by-project basis. During the year ended~~ September 30, ~~2023,~~2025 ~~the Company recorded $4,375 of project-based consulting service fees~~ and ~~$110~~2024,~~000~~ ~~consulting~~goodwill ~~fee~~consisted ~~to Yunited for Mr. Yu’s daily operating services included in the general and administrative expenses. No such services have been provided for the year ended September 30, 2024. As~~ of ~~September 30, 2024 and 2023,~~ the ~~outstanding balance of accounts payable – related party due to Yunited was $Nil and $50,000, respectively.~~following:

~~The~~ Schedule Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”), a company with a director related to the Chairwoman. During the year ended September 30, 2024, Baicheng provided the renovation design services with a fee of ~~$52~~goodwill,~~000.~~ Additionally, the Company prepaid $225,511 to Baicheng for roof materials for the factory improvement project. As of September 30, 2024, the outstanding balance of prepayments to Baicehng was $225,511. As of September 30, 2023, the outstanding accounts payable-related party due to Baicheng was $485,595.net

Starting in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“Zfounder”), one of the Company’s shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder of the Company who also serves as the CEO and Board member of Zfounder. The advanced amounts are non-interest bearing. As of September 30, 2024, the outstanding balance, due to Zfounder and Wise Hill, has been fully paid off. As of September 30, 2023, the outstanding balance due to Zfounder and Wise Hill, were $55,000 and $122,000, respectively.


Balance at September 30,2024	$	-
Acquisition		3,514
Impairment losses		(3,514	)
Balance at September 30, 2025	$	-

InGoodwill ~~March~~of ~~2023~~$3,514 ~~the~~consists ~~Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a former shareholder~~ of ~~the Company~~$1,597 ~~who~~attributable ~~also~~to ~~serves as~~ the ~~CEO~~acquisition ~~and Board member~~ of ~~Zfounder.~~Baymax Inthat ~~August~~occurred ~~2023,~~on ~~all~~December ~~rights~~13, ~~obligations~~2024 and ~~interests~~ ~~under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner~~$1,917 ~~New~~attributable ~~Vision 101 LLC (“Vision 101”). Pursuant~~ to the ~~agreement,~~acquisition ~~the~~of ~~Company~~Lear ~~agreed~~that tooccurred ~~provide~~on ~~supplies~~October ~~and act as project developer for an amount equal to $15~~18,~~875,800 plus~~ ~~applicable taxes~~2024. AsThe ofCompany ~~September~~recorded ~~30,~~a ~~2024,~~goodwill ~~amount~~impairment charge of $~~244~~3,~~185~~514 ~~has~~for ~~been received and recorded as deferred revenue, and $Nil amount of revenue has been recognized during~~ the ~~year~~ years ended September 30, ~~2024~~2025.

Note 107 — Other payables and accrued liabilities

As of September 30, 2024 and ~~2023~~2025, ~~Other~~prepayments ~~payables~~ and ~~accrued~~other ~~liabilities~~current assets consisted of the following:

	September 30, 2024		September 30, 2023
	September 30, 2025		September 30, 2024
Payable to service providers	$	~~185~~317,~~793~~283	$	-138,700
Accrued compensation		74,915		-
State tax payable		800		-
Other payable		27,244		92,164
Other payables		27		-
Other payables and accrued liabilities	$	287,952	$	92,164
Total	$	318,110	$	138,700
Other payables and accrued liabilities	$	318,110	$	138,700

Note 8 — Loans payable

Shont term loan without interest

From June 2023 to August 2023, the Company borrowed short-term loans due on demand without interest, amounting to $230,000 from three individuals for operating purposes. As of September 30, 2025 and 2024, the outstanding balance due to these individuals were $50,000 and $50,000, respectively. The balance was presented on the consolidated balance sheet as a short-term loan.

F-17

~~INNO~~Note ~~HOLDINGS~~9 ~~INC.~~— ~~AND~~Standby ~~SUBSIDIARIES~~Equity Purchase Agreement

~~Notes~~On July 4, 2025, the Company entered into the SEPA with the Investors. Pursuant to ~~Consolidated~~SEPA, ~~Financial~~the Company has the right, but not the obligation, to issue and sell, from time to time at the Company’s discretion, up to $6 million of shares of our common stock to the Investors at a price equal to 40%, or a percentage between 20% and 40% as determined by us, of the Minimum Price, or $1.20, subject to specified limitations and conditions, including a $0.5 million minimum per drawdown and a 9.99% beneficial ownership cap per investor. The SEPA has a three-year term and may be terminated earlier by the Company, and the Company expect to use any proceeds for working capital and general corporate purposes. The SEPA, in its entirety, is classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in the Consolidated Statements of Operations. The SEPA is accounted for as a derivative and is recognized as a liability measured at fair value in accordance with ASC 820. The Company intends to utilize the SEPA to access capital to fund its operations. 3,200,000 shares have been issued for the year ended September 30, 2025.

~~Note~~A 11third-party —independent ~~Equity~~appraiser was engaged to calculate the estimated fair value of the SEPA. The estimated fair value of the SEPA liability on July 4, 2025, was $635,669, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value was $370,546 as of September 30, 2025, and is classified within non-current liabilities in the Consolidated Balance Sheets. This remeasurement resulted in the recognition of a gain of $265,123 for the year ended September 30, 2025, classified as change in fair value of SEPA in the Consolidated Statement of Operations. Assumptions used in the valuation are described below:

Valuation assumptions:	September 30, 2025			July 4, 2025
Expected draws	$	3,600,000		$	4,950,000
Expected probability of draws		90	%		90	%
Risk-free interest rate		1.07	%		1.39	%

The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including:

(a)	total expected draws of $3,600,000 at September 30, 2025;

(b)	the expected probability of the draws on the SEPA, which the Company estimate based on our expectation of the draws being completed; and

(c)	risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the agreement in relation to the date of the expected draw.

These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision.

On August 27, 2025, the Company sold 3,200,000 shares of common stock under the SEPA, raising approximately $1,536,000.00.

Note 10 — Discontinued operations

On March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp (“IMSC”) and Inno AI Tech Corp (“AT”) for an aggregate purchase price of $1,000.

On March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all the membership interest it owns in Castor Building Tech LLC (“CBT”), which represents 55% of the outstanding membership interest in Castor Building Tech LLC, for an aggregate purchase price of $1,000.

On April 8, 2025, the Company entered into a Share Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all issued and outstanding shares it owns in Inno Disrupts Inc. (“Disrupts”) for an aggregate purchase price of $100. The Company determined that Disrupts was not a significant subsidiary, and the disposition of Disrupts did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Disrupts were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements.” The disposition of Disrupts resulted in the recognition of a loss of $26,200 for the year ended September 30, 2025, classified as loss on investment disposal in the Consolidated Statement of Operations.

F-18

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations of IMSC, AT and CBT in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of September 30, 2025 and 2024, and consist of the following:

Schedule of discontinued operations

	September 30, 2025		September 30, 2024
Current assets from discontinued operations
Cash and cash equivalent	$	-	$	449,523
Inventories		-		333,074
Prepayments and other current assets		-		363,076
Right-of-use assets		-		570,295
Property and equipment, net		-		1,300,583
Other current assets		-		9,851
Total current assets from discontinued operations	$	-	$	3,026,402

Current liabilities from discontinued operations
Accounts payable	$	-	$	271,507
Deferred revenue		-		590,260
Other payables and accrued liabilities		-		149,252
Other payables – related party		-		1,000
Operating lease liability – current		-		60,236
Long-term notes payable – current portion				51,898
Notes payable		-		58,948
Total current liabilities from discontinued operations	$	-	$	1,183,101

In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the years ended September 30, 2025 and 2024, have been reflected as discontinued operations in the consolidated statements of operations for the years ended September 30, 2025 and 2024, and consist of the following:

	2025			2024
	For the Years Ended September 30,
	2025			2024
Revenue	$	2,000		$	885,495

Cost of sales		-			409,169
GROSS PROFIT		2,000			476,326

Selling, general and administrative expenses (exclusive of expenses shown separately below)		188,282			2,834,022
Impairment loss on goodwill		-			23,911
Bad debt expense		-			59,935
Depreciation		30,930			87,116
Total operating expenses		219,212			3,004,984

LOSS FROM OPERATIONS		(217,212	)		(2,528,658	)

Interest expenses, net		(2,522	)		(23,697	)
Other non-operating income (expense), net		23,938			(91,080	)
Total other (expenses) income, net		21,416			(114,777	)
Net loss from discontinued operations		(195,796	)		(2,643,435	)

Non-controlling interest		69,517			(37,298	)

Net loss from discontinued operations to the Company	$	(265,313	)	$	(2,606,137	)

F-19

In accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements of cash flows. The net cash provided by discontinued operations in the consolidated statements of cash flows for the years ended September 30, 2025 and 2024, consists of the following:

	2025			2024
	For the Years Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from discontinuing operation	$	(265,313	)	$	(2,606,137	)
Adjustments to reconcile net income to cash used in operating activities:
Non-controlling interest		69,517			-
Loss from settlement		-			28,796
Depreciation expense		30,930			87,116
Bad debt expense		-			59,935
Non-cash operating lease expense		69,003			224,216
Fixed assets disposal loss		63,035			5,035
Loss from investment disposal		-			23,715
Impairment loss on goodwill		-			23,911
Change in discontinued operating assets and liabilities:
Accounts receivable		-			10,500
Inventories		-			61,219
Prepayments and other current assets		85,535			5,644,166
Accounts payable		11,798			(449,638	)
Accounts payable - related party		-			(222,003	)
Unearned revenue		-			(547,568	)
Operating lease liabilities		(4,282	)		(690,138	)
Other payables and accrued liabilities		(437,889	)		(173,735	)
Note payable		(21,282	)		-
Net cash used in operating activities by discontinued operations		(398,948	)		1,479,390
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets additions		(26,853	)		(559,629	)
Proceed from fixed assets disposal		-			12,569
Net cash used in investing activities by discontinued operations		(26,853	)		(547,060	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		-			123,628
Payments to short-term loans		-			(560,000	)
Payment to long-term note		-			(49,393	)
Net cash provided by financing activities		-			(485,765	)
CHANGES IN CASH AND CASH EQUIVALENT	$	(425,801	)	$	446,565

Note 11 — Related party transactions

The Company borrows short term loans without interest from its Former CEO, Mr. Dekui Liu, for operation and cashflow needs from time to time. As of September 30, 2025 and 2024, the amount due to Mr. Liu was $Nil and $1,000, respectively.

F-20

Starting in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“Zfounder”), one of the Company’s minority shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder of the Company who also serves as the CEO and Board member of Zfounder. The advanced amounts are non-interest bearing. As of September 30, 2025 and 2024, the outstanding balance, due to Zfounder and Wise Hill, were $Nil and $Nil, respectively. During the year ended September 31, 2025, other income of employee lease service from Zfounder was $34,000. Zfounder was a principal shareholder of the Company as of September 30, 2024. In October 2024, Zfounder sold most of its shares of the Company to third parties, after which it became a minority shareholder of the Company, so both Zfounder and Wise Hill are no longer considered as related parties of the Company.

In March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a minority shareholder of the Company, who also serves as the CEO and Board member of Zfounder. In August 2023, all rights, obligations and interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision 101”). Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount equal to $15,875,800 plus applicable taxes. As of September 30, 2025, the outstanding balance, due to Zfounder was $Nil and $Nil amount of revenue has been recognized during the year ended September 30, 2025. As of September 30, 2024, amount of $244,185 has been received and recorded as deferred revenue, and $Nil amount of revenue has been recognized during the year ended September 30, 2024. As Zfounder is now a minority shareholder of the Company and the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp on March 4, 2025, Vision 101 is no longer considered as related parties of the Company.

On October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in Core Modu LLC. During the year ended September 30, 2025, other income of employee lease service from Core Modu was $15,000. On March 28, 2025, the Company agreed to sell all of the membership interest it owns in Core Modu LLC, which represents 15% of the outstanding membership interest in Core Modu LLC. Core Modu LLC is no longer considered as related parties of the Company.

The Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”), a company with a director related to the former Chairwoman. As of September 30, 2025 and 2024, the outstanding balance of prepayments to Baicheng was $Nil and $225,511, respectively. As the former Chairwoman resigned from her position of the Company in October 2024, Baicheng is no longer considered as a related party of the Company.

Note 12 — Equity

The Company was incorporated in Texas on September 8, 2021. The total authorized shares of capital stock were 200,000,000 shares without par value.

AsOn ofNovember ~~September~~ 30, ~~2024~~2022, the Company effected a forward stock split (the “Stock Split”) of the Company’s issued and ~~September~~outstanding shares 30of the common stock at a split ratio of 2-for-1. Further on July 24, 2023, ~~after~~the ~~giving~~Company ~~effect~~effected toa ~~the~~reverse stock ~~splits~~split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of ~~Common~~the ~~Stock,~~common ~~there were~~stock ~~2,279,960~~at ~~and~~a split ratio of 1~~,825,173~~-for-2 ~~shares~~such that every holder of ~~Common~~common ~~Stock~~stock ~~issued~~of ~~and~~the ~~outstanding,~~Company ~~respectively.~~shall ~~The~~receive ~~total~~one ~~authorized~~share of common stock for every two shares of common stock held and to reduce the number of authorized shares of ~~capital~~ common stock ~~was~~from 200,000,000 to 100,000,000. Shortly after the Reverse Stock Split, the Board of Directors of the Company approved issuance of additional shares ~~without~~to ~~par~~preserve ~~value~~the original purchase price per share of the shares sold in the period from February 1 to June 30, 2023.

InOn ~~December~~October ~~2022~~9, ~~The~~2024, the Company ~~issued~~completed ~~14,286~~a ~~shares~~1-for-10 reverse stock split of its issued and outstanding common stock, atno par value, (the “Reverse Stock Split”). As a ~~price~~result of ~~$35.0~~the ~~per~~Reverse Stock Split, each share of common stock issued and outstanding immediately prior to anOctober ~~accredited~~9, ~~investor~~2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10, 2024. The trading symbols for ~~$500~~the Common Stock remains “INHD”. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly. Except to the extent that the Reverse Stock Split resulted in the stockholders’ fractional shares being rounded up,~~000~~ no other effects affect stockholder’s ownership percentage of the Company’s shares of Common Stock. 199,787 fractional shares were issued in ~~cash~~connection with the Reverse Stock Split. All share numbers of the Company’s Common Stock are stated on a post-split basis.

~~In February 2023, The Company issued 2,703 shares of its common stock at a price of $37.0 per share to an accredited investor for $100,000 in cash.~~F-21

InAs ~~March~~of ~~2023~~September 30, ~~The~~2025 ~~Company~~and ~~issued 7~~2024,~~895~~ after giving effect to the stock splits of the outstanding shares of ~~its~~Common ~~common~~Stock, ~~stock~~there atwere a12,948,480 and ~~price~~2,279,960 shares of ~~$38~~Common Stock issued and outstanding, respectively.0 ~~per~~The ~~share~~total toauthorized annumber ~~accredited~~of ~~investor~~shares ~~for~~of ~~$300~~capital stock was 100,000 in,000 ~~cash~~shares without par value.

OnIn ~~June~~December 202022, ~~2023,~~The ~~the~~ Company issued 114,~~316~~286 shares ~~of its common stock for a total value of $50~~(142,~~000~~857 ~~for~~shares ~~services~~pre–Reverse toStock beSplit) ~~rendered during next twelve months by the immediate relative~~ of ~~the Company’s Chief Financial Officer. On June 20, 2023, the Company issued 1,973 shares of~~ its common stock ~~for~~at a ~~total~~price ~~value~~ of $~~75,000 for services to be rendered during next twelve months by one nonemployee contractor~~35. ~~These shares were valued at $38.~~0 per share, ~~which was the per share price for the most recent sale of the Company’s capital stock~~ to an accredited ~~investors.~~investor ~~On January 1, 2024, the Company issued 5,000 shares of its common stock~~ for ~~a total value of~~ $72500,000 ~~for~~in ~~services to be rendered during next twelve months by one advisor firm~~cash. For the years ended September 30, 2024 and 2023, the Company recorded $146,333 and $41,667 as stock compensation expense under Selling, general and administrative expenses. As of September 30, 2024 and September 30, 2023, the remaining balance of $9,000 and $83,333 was recorded as Prepayments and other current assets, respectively.

~~The~~In ~~registration~~February ~~statement for the Company’s Initial Public Offering (the “Offering”) was declared effective on November 9,~~ 2023~~. The Common Stock commenced trading on the Nasdaq Capital Market (the “Nasdaq”) on December 14~~, ~~2023, under the symbol “INHD.”~~ The ~~closing~~Company ofissued ~~the Offering took place on December 18~~2,703 ~~2023.~~shares ~~On December 18~~(27,028 ~~2023, in connection with the closing of the initial public offering of 250,000~~ shares ~~(“the~~pre–Reverse ~~Shares”~~Stock Split) of its common stock, ~~no par value, the Company adopted its Amended and Restated Bylaws, effective the same day. In connection with the Offering of the Shares~~ at ana ~~offering~~ price of $~~40.0 per share, the Company also granted the underwriters an option exercisable for 45-days to purchase up to~~ 37~~,500 shares of Common Stock as the Public Offering Price, less the underwriting discount to cover-over allotment~~. ~~Additionally, the Company also issued warrants to the underwriters to purchase up to 20,125 shares of Common Stock at an exercise price of $48.~~0 per share, ~~subject~~ to adjustment as set forth in the warrants, exercisable from June 18, 2024 and valid until December 18, 2028. On March 1, 2024, the Company entered into a warrant assumption agreement with the underwriter to assume those certain underwriter’s warrants for the purchase an ~~aggregate amount~~accredited ofinvestor ~~20,125 shares of the Company’s common stock in connection with the Company’s initial public offering. Pursuant to the warrant assumption agreement, the Company paid an aggregate amount of $13,000~~ for ~~the assumption of the Warrants. The paid amount of~~ $13100,000 ~~was recorded to reduce Additional Paid-~~in ~~Capital~~cash. ~~As of September 30, 2024, the Warrants are no longer outstanding.~~

In March 2023, The Company issued 7,895 shares (78,947 shares pre–Reverse Stock Split) of its common stock at a price of $38.0 per share to an accredited investor for $300,000 in cash.

On June 20, 2023, the Company issued 1,316 shares (13,158 shares pre-Reverse Stock Split) of its common stock for a total value of $50,000 for services to be rendered during next twelve months by the immediate relative of the Company’s Chief Financial Officer. On June 20, 2023, the Company issued 1,973 shares (19,737 shares pre-Reverse Stock Split) of its common stock for a total value of $75,000 for services to be rendered during next twelve months by one nonemployee contractor. These shares were valued at $38.0 per share, which was the per share price for the most recent sale of the Company’s capital stock to accredited investors. On January 1, 2024, the Company issued 5,000 shares (50,000 shares pre-Reverse Stock Split) of its common stock for a total value of $72,000 for services to be rendered during next twelve months by one advisor firm.

The registration statement for the Company’s Initial Public Offering (the “Offering”) was declared effective on November 9, 2023. The Common Stock commenced trading on the Nasdaq Capital Market (the “Nasdaq”) on December 14, 2023, under the symbol “INHD.” The closing of the Offering took place on December 18, 2023. On December 18, 2023, in connection with the closing of the initial public offering of 250,000 shares (“the Shares”) (2,500,000 shares pre-Reverse Stock Split) of its common stock, no par value, the Company adopted its Amended and Restated Bylaws, effective the same day. In connection with the Offering of the Shares at an offering price of $40.0 per share, the Company also granted the underwriters an option exercisable for 45-days to purchase up to 37,500 shares (375,000 shares pre-Reverse Stock Split) of Common Stock as the Public Offering Price, less the underwriting discount to cover-over allotment. Additionally, the Company also issued warrants to the underwriters to purchase up to 20,125 shares (201,250 shares pre-Reverse Stock Split) of Common Stock at an exercise price of $48.0 per share, subject to adjustment as set forth in the warrants, exercisable from June 18, 2024 and valid until December 18, 2028. On March 1, 2024, the Company entered into a warrant assumption agreement with the underwriter to assume those certain underwriter’s warrants for the purchase an aggregate amount of 20,125 shares (201,250 shares pre-Reverse Stock Split) of the Company’s common stock in connection with the Company’s initial public offering. Pursuant to the warrant assumption agreement, the Company paid an aggregate amount of $13,000 for the assumption of the Warrants. The paid amount of $13,000 was recorded to reduce Additional Paid-in Capital. As of September 30, 2025, the Warrants are no longer outstanding.

The total gross proceeds from the Offering were $10,000,000, before deducting underwriting discounts and other offering expenses associated with the Offering payable by the Company or paid by the Company. Transaction costs related to the offering amounted to $2,140,466, consisting of $700,000 of underwriting fees, $345,876 of underwriting related expenses, $595,000 of legal fees and $499,590 of other costs. Of the total transaction cost of $2,140,466, $590,466 in transaction costs were incurred and paid by the company before the closing date. These costs were recorded as deferred offering costs and were offset to equity upon the completion of the IPO. $8,450,000 total net cash from the Offering has been received by the Company on December 19, 2023.

~~F-18~~On October 31, 2024, the Company entered into a securities purchase agreement with certain investors, providing for the sale and issuance of 500,000 shares of the Company’s common stock, no par value, for an aggregate purchase price of $2,000,000 at $4.00 per share (the “October 2024 Private Placement”). The offering closed on November 6, 2024.

~~INNO~~On ~~HOLDINGS~~November ~~INC~~13, 2024, the Company entered into a securities purchase agreement with nine non-U.S. ~~AND~~investors, ~~SUBSIDIARIES~~pursuant to which the Company agreed to issue and sell in a private placement offering (the “November 2024 Private Placement”) an aggregate of 729,167 shares of common stock, no par value, at a purchase price per share of $4.80, for gross proceeds of approximately $3.5 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 13, 2024.

~~Notes to Consolidated Financial Statements~~F-22

~~Note~~On 12December —11, ~~Concentration~~2024, the Company entered into a securities purchase agreement with nine non-U.S. investors, pursuant to which the Company agreed to issue and sell in a private placement offering (the “December 2024 Private Placement”) an aggregate of ~~risk~~700,000 shares of common stock, no par value, at a purchase price per share of $2.50, for gross proceeds of approximately $1.75 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 23, 2024.

On May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s employees.

On June 2, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the investors (the “June 2025 Offering”), an aggregate of 1,058,000 shares (the “June 2025 Shares”) of its common stock, no par value, at a purchase price per share of $0.50. The June 2025 Offering closed on June 6, 2025 and the Company received gross proceeds of $529,000.

On January 27, 2025, the Company entered into a Standby Equity Purchase Agreement (the “January SEPA”) with certain investors effective as of January 28, 2025. Pursuant to January SEPA, the Company has the right to issue and sell to the investors, from time to time, up to $15 million worth of shares of the Company’s common stock, no par value per share, subject to the terms and conditions specified in the January SEPA. On June 20,2025, the Company issued and sold an aggregate of 1,400,000 shares (the “January 2025 SEPA Shares”) of its common stock at a purchase price per share of $0.75, pursuant to January SEPA.

Note 13 — Concentration of risk

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

As of September 30, ~~2024~~2025 and ~~2023~~2024, $1420,~~526,661~~086 and $41,~~898~~526,661 respectively, were deposited with various major financial institutions in the United States. Accounts at each institution in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000. As of September 30, 2025 and 2024, the Company had deposits in excess of the FDIC insurance limit with two financial ~~institutions~~ institutions in the United States with $156,849 and $757,744 uninsured~~. As of September 30~~, ~~2023, the Company did not have deposit in excess of the FDIC insurance limit~~respectively.

F-23

Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.

Customer and vendor concentration risk

For the year ended September 30, ~~2024~~2025, ~~four~~two customers accounted for 9077% of the Company’s total revenues~~, respectively~~. For the year ended September 30, ~~2023~~2024, ~~three~~four customers accounted for 5390% of the Company’s total revenues. As of September 30, 2025 and 2024, $Nil outstanding ~~of accounts receivable. Accounts~~ ~~receivable from one customer accounted for 100%~~ of ~~the Company’s total~~ accounts receivable ~~as of September 30, 2023~~.

For the year ended September 30, ~~2024~~2025, two suppliers accounted for 58100% of the Company’s total purchases. For the year ended September 30, ~~2023~~2024, ~~three~~two suppliers accounted for 5758% of the Company’s total purchases. As of September 30, ~~2024~~2025, ~~and~~$Nil ~~2023~~outstanding of accounts payable. As of September 30, 2024, accounts payable to two suppliers accounted for 51% ~~and 55%~~ of the Company’s total accounts payable~~, respectively~~.

Note 1314 — Commitments and contingencies

Lease commitments

The Company has adopted ASC 842 since its inception date.

The Company has entered into a lease agreement for office and production space in Texas with a term from December 1, 2019 until December 31, 2024 at a rate of $4,129 to $5,089 per month. On January 1, 2024, the Company terminated the facility lease in Texas without penalty and entered into a new lease agreement with the landlord. The new lease term is from January 1, 2024 to January 1, 2027, with a monthly rent of $18,000. The facility consists of 15,000 square feet of indoor space and 2.5 acres of concrete slab in the yard. Subsequently, on February 1, 2024, a mutual amendment to the lease agreement was executed. Under the terms of the amendment, the Company has opted to prepay the lease payments covering the period up to December 31, 2026, with the due date set for April 1, 2024. This prepayment arrangement secures a rent-free period for the final year of the lease, spanning the entirety of 2027.

The Company has also entered into a lease agreement for office and production space in Corona, California with a term from May 1, 2022 until April 30, 2027 at a rate of $6,617 to $7,740 per month. In August 2023, the Company relocated its California office from Corona to Diamond Bar. The Company was obligated to pay the monthly rent for the office in Corona until February 1, 2024 when the landlord found a new lessee to occupy the facility. The right-of-use asset and lease liability were adjusted to reflect the termination of the lease. A loss of $24,710 was recognized in the income statement, representing the difference between the carrying amounts of the right-of-use assets $251,953 and the lease liability $221,156 (net with deposit of $39,699 ), as well as additional fees charged by the landlord. On June 20, 2024, the Company and the landlord settled the lease with a final lease payment of $55,000, resulting in $44,204 of non-operating income.

The lease in Diamond Bar, California has a term of 24 months from August 18, 2023 to August 17, 2025 at a rate of $4,730 to $4,926 per month.

In addition, the Company will be responsible for its pro rata share of certain costs, including utility costs, insurance and common area costs, as further detailed in the lease agreements.

F-19

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 13— Commitments and contingencies (cont.)

Total commitment for the full term of the leases is $770,676. $570,295 and $437,770 of operating lease right-of-use assets and $60,236 and $488,094 of operating lease liabilities were reflected on the September 30, 2024 and 2023 consolidated balance sheets, respectively.

Schedule of operating lease cost

	2024			2023
Lease cost	For the years ended September 30,
	2024			2023
Operating lease cost (included in G&A in the Company’s statement of operations)	$	258,636		$	153,241
Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	720,487		$	109,430
Remaining term in years		0.5-3.25			1.25 – 3.58
Average discount rate – operating leases		9.5	%		8.5	%

The supplemental balance sheet information related to leases is as follows:

Schedule of supplement balance sheet information related to lease

Operating leases	September 30, 2024		September 30, 2023
Right of use asset – non-current	$	570,295	$	437,770
Lease Liability – current		60,236		212,277
Lease Liability – non-current		0		275,817
Total operating lease liabilities	$	60,236	$	488,094

Maturities of the Company’s lease liabilities are as follows:

Schedule of lease liabilities

	Operating Lease
For periods subsequent to September 30, 2024:
2025	$	62,792
Less: Imputed interest/present value discount		(2,556	)
Present value of lease liabilities	$	60,236

Contingencies

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

On July 23, 2024, the Company reached a settlement with a subcontractor’s customer for $73,000.

~~The~~In December 2024, a former shareholder of the Company is(the ~~currently~~“Shareholder”) ~~involved~~filed a complaint against the Company and other entities and individuals affiliated with the Company in athe ~~litigation~~Orange County Superior Court of California, alleging financial losses related to ~~alleged~~his investment ~~fund~~in ~~transfers~~entities affiliated with the Company. AThe ~~plaintiff~~Shareholder claims he invested approximately $500,000 and later sold his shares for $7 million but alleges that, ~~one~~absent ofinterference by an initial public offering organizer, the ~~Company’s~~shares ~~subcontractors misappropriated~~could ~~over~~have been sold for $19 million.3 ~~million~~Accordingly, ~~from~~he claims to have lost a ~~construction~~potential ~~project~~gain inof ~~2020-2021,~~$2 ~~transferring~~million. ~~the~~The ~~funds~~case tois currently in the ~~company~~pre-answer ~~instead~~stage. ofThe ~~fulfilling~~Company has filed a ~~judgment.~~petition ~~While~~to compel arbitration, seeking to move the ~~case~~dispute isto arbitration in ~~its~~Texas. ~~early~~A ~~stages,~~demurrer ~~initial~~has ~~investigations~~also ~~suggest~~been ~~that~~filed on behalf of one of the individual defendants represented by the Company’s ~~did~~counsel, ~~not~~challenging ~~receive~~the ~~any~~legal sufficiency of ~~these~~the ~~funds~~complaint. ~~The~~ The Company believes that the complaint is ~~vigorously~~without ~~contesting~~any merit and intends to defend the ~~plaintiff’s~~matter ~~claims~~vigorously. ~~and~~Since ~~have~~the ~~requested~~case is currently in the ~~dismissal~~pre-answer ofstage, ~~charges~~an ~~against~~estimate of the ~~Company~~possible ~~due to~~loss ~~lack~~or range of ~~evidence.~~loss ~~Negotiations~~cannot ~~for~~be ~~dismissal~~made ~~are~~at ~~ongoing~~this moment.

Except as set forth above, we are not currently a party to any legal proceeding that we believe would adversely affect our financial position, results of operations, or cash flows and are not aware of any material legal proceedings contemplated by governmental authorities.

~~F-20~~Note 15 — Income taxes

~~INNO~~United ~~HOLDINGS INC. AND SUBSIDIARIES~~States

Notes to Consolidated Financial Statements

Note 13— Commitments and contingencies (cont.)

Nasdaq Listing Rule 5550(a)(2)

On April 12, 2024, the Company received a letter (the “Notice”) from The Nasdaq notifying the Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”). Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

The Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until October 9, 2024 to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s shares of common stock will continue to be listed and traded on The Nasdaq. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar day grace period.

On October 25, 2024, the Company received written notice (the “Compliance Notice”) from the Nasdaq Office of General Counsel of The Nasdaq Stock Market LLC informing the Company that it has regained compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital Market maintain a minimum bid price of $1.00 per share, and that the Company’s securities will continue to be listed and traded on The Nasdaq Stock Market.

Note 14 — Income taxes

On December 22, 2017, the President of the United States signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”). The Tax Legislation significantly revised the U.S. tax code by (i) lowering the U.S. federal statutory income tax rate from 35% to 21%, (ii) implementing a territorial tax system, (iii) imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, (iv) requiring a current inclusion of global intangible low taxed income of certain earnings of controlled foreign corporations in U.S. federal taxable income, (v) creating the base erosion anti-abuse tax regime, (vi) implementing bonus depreciation that will allow for full expensing of qualified property, and (vii) limiting deductibility of interest and executive compensation expense, among other changes. The Company has computed its tax expenses using the new statutory rate effective on January 1, 2018 of 21%.

Other provisions of the new legislation include, but are not limited to, limiting deductibility of interest and executive compensation expense. These additional items have been considered in the income tax provision for the years ended September 30, ~~2024~~2025 and ~~2023~~2024.

Texas imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Texas. Under the Texas franchise tax, a 0.75% tax is imposed for the years ended September 30, 2024 and 2023 on the Company’s taxable margin that is apportioned to Texas. Taxable margin is generally defined as revenues less certain costs.F-24

~~F-21~~Texas imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Texas. Under the Texas franchise tax, a 0.75% tax is imposed for the years ended September 30, 2025 and 2024 on the Company’s taxable margin that is apportioned to Texas. Taxable margin is generally defined as revenues less certain costs.

~~INNO~~Hong ~~HOLDINGS INC. AND SUBSIDIARIES~~Kong

~~Notes~~Lear toand ~~Consolidated~~Baymax ~~Financial~~are ~~Statements~~incorporated in Hong Kong. Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. Lear and Baymax had no taxable income for the periods presented; therefore, no provision for income taxes is required.

~~Note~~The 14income —tax ~~Income~~provision ~~taxes~~for ~~(cont.)~~the years ended September 30, 2025 and 2024 consisted of the following:

The income tax provision for the years ended September 30, 2024 and 2023 consisted of the following:

Schedule of income tax provision

	2024			2023
	2025			2024
	September 30,
	For the Years Ended September 30,
	2024			2023
	2025			2024
Current:
Federal	$	—-		$	—-
State		800			—800
Total current income tax provision		800			—800
Deferred:
Federal		(13,~~532~~036,~~244~~147	)		(~~633~~1,~~247~~532,244	)
State		—			—-
Increase/(decrease) in valuation allowance		13,~~532~~036,~~244~~147			~~633~~1,~~247~~532,244
Total deferred taxes		—-			—-
Total provision for income taxes	$	800		$	—800

The deferred tax asset as of September 30, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

Schedule of deferred tax

	2024			2023
	2025			2024
	September 30,
	For the Years Ended September 30,
	2024			2023
	2025			2024
Stock-based compensation	$	-		$	8,750
Net operating loss	$	3,036,147		$	1,493,981
Net operating loss		1,493,981			626,793
Depreciation		-			(47,602	)
Depreciation		(47,602	)		(53,588	)
Unearned revenue		-			72,917
Unearned revenue		72,917			—
Investment in Passthrough Entities		-			8,542
Investment in Passthrough Entities		8,542			18,856
Others		-			4,406
Allowance for Doubtful Accounts		-			266,272
Total deferred tax assets		3,036,147			1,532,244
Others		4,406			1,383
Less: valuation allowance		(3,036,147	)		(1,532,244	)
Total deferred tax assets		1,532,244			868,466
Deferred tax assets net	$	-		$	-
Less: valuation allowance		(1,532,244	)		(868,466	)
Deferred tax assets net	$	—		$	—

The company has U.S. federal net operating loss carry forwards of approximately $43.19 million and $24.51 million for the years ended September 30, ~~2024~~2025 and 2024, respectively. The operating losses do not expire. The company also has Hong Kong net operating loss carry forwards ~~2023~~of approximately $356 thousand and $0 for the years ended September 30, 2025 and 2024, respectively. The operating losses do not expire.

F-25

Valuation Allowance

We periodically assess whether it is more likely than not whether we will generate sufficient taxable income to realize our deferred tax assets and establish a valuation allowance if it’s we deem that will not likely be able to realize the benefit associated with our deferred tax assets. We consider all available positive and negative evidence and make certain assumptions to make this determination. We review our deferred tax liabilities, historical earnings, history of cycles of earnings and losses within our industry, our business environment and the potential to generate current and future earnings. We cannot determine at this time when we will be able to generate sufficient taxable income to realize our deferred tax assets. We therefore have recorded a full valuation allowance against our net deferred tax assets.

~~F-22~~The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2021 to 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates:

INNO HOLDINGS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14 — Income taxes (cont.)

The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2021 to 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates:

	September 30, 2024			September 30, 2023
	2025			2024
	For the Years Ended September 30,
	2025			2024
Statutory tax rate
Federal		21.00	%		21.00	%
State (net of federal benefit)		~~(0.02~~-	)%		—(0.02	)%
Net effect of state income tax deduction and other permanent differences		(21.00	)%		(21.00	)%
Foreign tax rate differential		(0.24	)%		-
Effective tax rate		(0.02	)%		—	%
Net effect of state income tax deduction and other permanent differences		(20.77	)%		(21.00	)%
Effective tax rate		(0.01	)%		(0.02	)%

As of September 30, ~~2024~~2025 and ~~2023~~2024, the outstanding income tax payable was ~~both~~$800 and $0, respectively.

Note 1516 — ~~Subsequent~~Segment ~~events~~Information

OnReportable October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in CoreModu LLC, a company specializing in the production of light steel structural materials. The investment totaled $1.4 million.Segments

OnThe ~~October 31, 2024, the~~ Company ~~entered~~operates ~~into~~as a ~~securities~~single ~~purchase~~reportable ~~agreement~~segment, ~~(the~~which ~~“Purchase~~is ~~Agreement”)~~consistent with ~~certain~~how ~~investors (~~the ~~“Investors”),~~Chief ~~providing~~Operating ~~for~~Decision ~~the~~Maker ~~sale and issuance of 500,000 shares~~ (~~the~~ “~~Shares~~CODM”) ~~of the Company’s common stock~~, ~~no par value (~~ the ~~“Common~~Chief ~~Stock”)~~Executive Officer, ~~for~~allocates anresources ~~aggregate~~and ~~purchase~~assesses ~~price of $2,000,000 at $4~~performance.00 ~~per share.~~ The ~~purchase, sale,~~Company’s ~~and~~operations ~~issuance of the Shares (the “Closing”)~~ are ~~planned~~centralized toand ~~take place on or before November 6~~integrated, ~~2024. The Shares were~~ ~~issued~~with ~~pursuant~~financial toresults ~~the~~reviewed ~~Purchase Agreement, were not registered under the Securities Act of 1933, as amended (the “Securities Act”),~~ and ~~were~~managed ~~issued in reliance~~ on ~~the exemption from registration requirements thereof provided by Section 4(~~a~~)(2)~~ ofconsolidated ~~the~~basis. ~~Securities~~Accordingly, ~~Act or~~management ~~Regulation~~has Sdetermined ~~promulgated~~that ~~under~~ the ~~Securities Act. The~~ Company ~~relied~~has onone reportable ~~these~~segment ~~exemptions~~under ~~from~~ASC ~~registration~~Topic ~~based~~280, inSegment ~~part on representations made by the Investors~~Reporting.

OnMeasure October 31, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”). The Registration Rights Agreement provided, among other things, that the Company will as soon as reasonably practicable, and in any event no later than December 31, 2024, file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of ~~the~~Segment ~~Shares~~Profit ofor ~~Common Stock. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.~~Loss

OnThe ~~November~~CODM ~~13,~~reviews ~~2024,~~financial ~~the~~information ~~Company~~on ~~entered into~~ a ~~Securities~~consolidated ~~Purchase~~basis, ~~Agreement~~using ~~with~~Net ~~nine~~Income ~~non-U.S.~~as ~~investors,~~the ~~pursuant~~primary tomeasure ~~which~~of ~~the~~segment ~~Company agreed~~performance to ~~issue~~monitor budget ~~and~~versus ~~sell~~actual inresults aand ~~private~~decide ~~placement~~where ~~offering,~~to anallocate ~~aggregate~~and ofinvest ~~729,167~~additional ~~shares~~resources ofto ~~common~~achieve ~~stock,~~continued nogrowth. ~~par~~Net ~~value,~~Income atis defined aas ~~purchase price~~revenue ~~per~~less ~~share~~cost of ~~$4.80,~~goods ~~for~~sold ~~gross~~and ~~proceeds~~operating ~~of approximately $3.5 million~~expenses, ~~of which proceeds will be used for working capital~~ and other ~~general~~ ~~corporate~~segment ~~purposes.~~items ~~The~~(including ~~Private~~interest ~~Placement closed on November 20~~income, ~~2024.~~interest ~~As of November 27~~expense, ~~2024, the Company has received funds~~ ~~from~~other ~~six~~income ~~of the nine Purchasers~~ and another ~~aggregate purchase price of $2~~expenses),~~475,000.~~ ~~The~~and ~~remaining~~income ~~three Purchasers are in the process of completing their wire transfers~~taxes.

~~F-23~~Significant Segment Expense Categories Provided to the CODM

~~ITEM~~The 9.CODM ~~CHANGES~~regularly INreceives ~~AND~~and ~~DISAGREEMENTS~~reviews ~~WITH~~the ~~ACCOUNTANTS~~following ONexpense ~~ACCOUNTING~~categories, ~~AND~~which ~~FINANCAIL~~are ~~DISCLOSURE~~included in the segment’s measure of profit or loss.

Schedule of segment information

	2025			2024
	For the Years Ended September 30,
	2025			2024
Revenues	$	2,846,250		$	-
Cost of revenues		2,790,500			-

Sales and marketing expenses
– Marketing service expenses		120,000			27,272

General and administrative expenses
– Payroll and stock-based compensation expenses		2,358,751			146,333
– Professional service expenses		1,642,714			367,447
– Office related expenses		227,744			300,224
– Lease expenses		65,500			-
– Travel expenses		-			3,568

Other segment expenses (income), net		2,454,291			(237,952	)

Income tax expense		800			800

Net loss from continuing operations	$	(6,814,050	)	$	(607,692	)

Net loss from discontinued operations		(265,313	)		(2,606,137	)

F-26

The following table presents revenues by geographic area based on the sales location of our products:

Schedule of revenues by geographic area

	2025		2024
	For the Years Ended September 30,
	2025		2024
Hong Kong	$	2,846,250	$	-
Total revenue	$	2,846,250	$	-

Note 17 — Stock-based compensation

The Company recorded stock-based compensation expense as follows:

	2025		2024
	For the Years Ended September 30,
	2025		2024
Restricted stock:
– Stock awards	$	2,185,205	$	146,333
Total	$	2,185,205	$	146,333

On January 16, 2025, pursuant to the Omnibus Incentive Plan, the Company granted 150,000 shares of our common stock to our Chief Executive Officer Ding Wei, and 51,355 shares of our common stock to our Chief Financial Officer Mengshu Shao. The stock grant does not have vesting period. The price of the granted stocks is based on the closing price of the Company’s stock on grant date, which is $5.17 per share. As of September 30, 2025, there was no outstanding restricted shares under the Omnibus Incentive Plan.

On May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s employees. The stock grant does not have vesting period. The price of the granted stocks is based on the closing price of the Company’s stock on grant date, which is $1.29 per share. As of September 30, 2025, there was no outstanding restricted shares under the 2025 Omnibus Incentive Plan.

Note 18 — Subsequent events

On October 2, 2025, the Company entered into a loan agreement with a non-related party, providing a principal amount of $2,000,000 at an annual interest rate of 4.5%. The loan term is twelve months, with the principal and accrued interest due for repayment on or before October 1, 2026.

The Company is not obligated to sell any Placement Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC (“Nasdaq”), to sell Placement Shares from time to time based upon the Company’s notice and instructions, up to the amount specified therein. Under the Sales Agreement, the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, including sales made directly on Nasdaq or on any other existing trading market or directly to the Sales Agent as principal in negotiated transactions. The Sales Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent.

In accordance with the Sales Agreement, the Company will pay the Sales Agent in cash, upon each sale of Placement Shares pursuant to the Sales Agreement, an amount equal to three percent (3.0%) of the gross proceeds from each sale of Placement Shares. The Sales Agreement may be terminated by the Company and the Sales Agent at any time upon notice to the other party. If not terminated earlier, the Sales Agreement will automatically terminate upon the earlier to occur of (i) May 12, 2026 (the sixth month anniversary of the date of the Sales Agreement), or (ii) the issuance and sale of all of the Placement Shares under the Sales Agreement.

From November 12, 2025 to December 15, 2025, the Company issued an aggregate of 85,000,000 shares of Common Stock for the gross proceeds of approximately $28 million through the Sales Agent pursuant to the Sales Agreement.

Note 19 — Basic and diluted net loss per share

Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended September 30, 2025 and 2024 as follows:

Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive.

	2025			2024
	For the Years Ended September 30,
	2025			2024
Statement of Operations Summary Information:
Net loss from continued operation	$	(6,814,050	)	$	(607,692	)
Weighted- average common shares outstanding – basic and diluted		5,401,162			2,022,263
Net loss per share, basic and diluted from continued operation	$	(1.26	)	$	(0.30	)
Net loss from discontinued operation	$	(265,313	)	$	(2,606,137	)
Weighted- average common shares outstanding – basic and diluted		5,401,162			2,022,263
Net loss per share, basic and diluted from continued operation	$	(0.05)		$	(1.29	)

As of September 30, 2025 and 2024, there were no potentially dilutive shares.

F-27

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

~~This annual report does not include a report of management~~Management’s Report ~~assessment~~on ~~regarding~~Internal ~~internal~~Control ~~control~~ over ~~financial~~Financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.Reporting

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the control deficiencies identified during this evaluation and set forth below, our senior management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2025 due to the existence of a material weakness in internal control over financial reporting as described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to lack of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed and implemented over key business cycles, and lack of sufficient in-house accounting personnel with the requisite knowledge and experience in the application of U.S. GAAP. We have initiated remediation efforts, including engaging external consultants and will continue to monitor and enhance our internal controls.

Disclosure Controls and Procedures

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, ~~2024~~2025, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses in our internal controls described below.

●

Lack of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed and implemented over key business cycles.

~~We plan~~● toLack ~~hire~~of ~~additional~~sufficient ~~personnel~~in-house oraccounting ~~consultant~~personnel with ~~relevant~~the ~~experience~~requisite ~~and~~knowledge ~~qualifications to design~~ and ~~implement~~experience ~~internal~~in ~~control over key business cycles to strengthen~~ the ~~internal~~application ~~control~~of ~~system~~U. ~~However,~~S. ~~we cannot assure you that we will remediate our material weaknesses in a timely manner~~GAAP.

We plan to hire additional personnel or consultant with relevant experience and qualifications to design and implement internal control over key business cycles to strengthen the internal control system, and plan to hire additional in-house accounting personnel with the requisite knowledge and experience in the application of U.S. GAAP. However, we cannot assure you that we will remediate our material weaknesses in a timely manner.

Inherent Limitations Over Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

WeOther than the ongoing remediation efforts described above, we have made no change in our internal control over financial reporting during the last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following are our executive officers and directors and their respective ages and positions as of the date of this annual report.

Name	Age	Position
Ding Wei	4445	Chief Executive Officer, Director and Chairman
Tianwei (Solomon) Li	36	Chief Financial Officer
Mengshu Shao	34	Chief Financial Officer and Director
Mengshu Shao	33	Director
Yufang Qu	59	Independent Director
Yufang Qu	58	Independent Director
Tao Tu	45	Independent Director
Tao Tu	44	Independent Director
Yongbo Mo	29	Independent Director
Yongbo Mo	28	Independent Director

Ding Wei — Chief Executive Officer, Director and Chairman

Mr. Wei, 4445 years old, was appointed as our Chief Executive Officer, Director and Chairman on October 15, 2024. In addition, Mr. Wei is the founder, chairman, and general manager of Yangzhou Ruide Fei Technology Co., Ltd. and Yangzhou Yu Chen Saiwen Information Consulting Co., Ltd. since July 2014, where he was responsible for business operation and corporation management, including strategic planning, operations management, financial management, marketing, and team management. From 2009 to 2013, Mr. Wei served as the head of the administrative department at HYVA MECHANICS (CHINA) CO., LTD., during which he was responsible for human resources support, office operations management, team leadership, and compliance control. From 2006 to 2009, Mr. Wei was the deputy general manager and executive assistant to the chairman at Yangzhou Gaoshi Glasses Co., Ltd., and her was responsible for overseeing daily operations across multiple departments, developing and implementing organizational strategies, monitoring financial performance, and conducting performance evaluations. Mr. Wei holds a bachelor’s degree in computer science and information systems from CARICH Education of New Zealand.

~~Tianwei (Solomon) Li — Chief Financial Officer~~22

~~Mr.~~Mengshu ~~Li,~~Shao 36— ~~years old, was appointed as our~~ Chief Financial Officer on July 17,2023. Mr. Li is a highly accomplished finance professional with a diverse background spanning various prestigious institutions. From November 2021 to July 2023, he has served as a licensed banker at both J.P Morgan Securities LLC and JPMorgan Chase Bank, N.A., where he combined his matchless expertise in financial management, venture capital, and financial advisory to create real value for clients. Before joining INNO HOLDINGS INC, Mr. Li worked as an exclusive banker at J.P Morgan Securities LLC. From October 2021 to December 2021, he worked as a registered representative at Sutter Securities Inc, providing investment advice and navigating complex regulatory frameworks. Prior to that, from November 2020 to December 2021, he worked as a registered representative at Boustead Securities, LLC, where he offered investment, management, and consulting services to over 50 portfolio companies. Notably, Mr. Li held leadership positions as Vice President at both Multipoint Resources Management Corp, from April 2019 to December 2019, and CATHY LOGISTICS INC, from February 2019 to August 2019, where he demonstrated exceptional leadership skills and strategic decision-making abilities. With a master’s degree in Business Administration and holding the US Financial Industry Regulatory Agency Series 7 and 63 Securities licenses, Mr. Li exemplifies professionalism and regulatory compliance in his work. Combining his extensive practical experience with his strong academic foundation, Mr. Li is committed to delivering exceptional financial solutions and building long-lasting client relationships.Director

27Ms. Shao, 34 years old, was appointed as a Director on October 23, 2024. Ms. Shao served as internal auditor manager at Agile Group from October 2021 to September 2024, where she was responsible for managing internal audit projects of corporation, including operational auditing, risk assessment and management, internal control evaluation, compliance monitoring, and fraud detection. From May 2019 to September 2021, Ms. Shao held the position of internal auditor at Cedar Holdings, where she worked on internal audit tasks of corporation, including risk assessment and management, operational audit, and internal control evaluation. From August 2016 to April 2019, Ms. Shao worked as an auditor at PwC Mainland China. Ms. Shao graduated from Jinan University in June 2016 with a master’s degree in accounting.

Mengshu Shao — Director

Ms. Shao, 33 years old, was appointed as a Director on October 23, 2024. Ms. Shao served as internal auditor manager at Agile Group from October 2021 to September 2024, where she was responsible for managing internal audit projects of corporation, including operational auditing, risk assessment and management, internal control evaluation, compliance monitoring, and fraud detection. From May 2019 to September 2021, Ms. Shao held the position of internal auditor at Cedar Holdings, where she worked on internal audit tasks of corporation, including risk assessment and management, operational audit, and internal control evaluation. From August 2016 to April 2019, Ms. Shao worked as an auditor at PwC Mainland China. Ms. Shao graduated from Jinan University in June 2016 with a master’s degree in accounting.

Yufang Qu — Independent Director

Ms. Qu, 5859 years old, was appointed as a Director on October 15, 2024. Ms. Qu served as an accountant of Shuangyashan Shijixing Construction Engineering Co., Ltd. from 2004 to 2022, where she was responsible for organizing financial information, preparing financial statements, and providing financial analysis to help optimize financial structure and improve efficiency. Ms. Qu graduated from Shuangyashan Radio and Television University in 1993 with a bachelor’s degree in financial accounting.

Tao Tu — Independent Director

Mr. Tao TU, age 4445, was appointed as a Director on May 31, 2024. Mr.Tu currently serves as the Director of Fuda Capital Ltd. and as the Chief Executive Officer at Jinyide Culture Media Co., Ltd., where he is responsible for strategic leadership, organizational management, external representation, financial Performance, and corporate governance. From 2017 to 2020, he served as the Chief Executive Officer at Jinyide Jewelry Co., Ltd., where he was responsible for corporate governance, marketing and development, customer relationship, and organizational development. Mr. Tu received his bachelor’s degree in Finance from the South-Central University for Nationalities.

Yongbo Mo — Independent Director

Mr. Mo, 2829 years old, was appointed as a Director on October 23, 2024. Mr. Mo has been working at Shanghai Haineng Investment Consulting Company as a Product Manager since February 2022, where he is primarily responsible for leading and managing investment projects, including project screening, due diligence, financial analysis, risk assessment, project execution supervision, and post-project tracking and evaluation. From June 2018 to January 2022, Mr. Mo served as a Media Manager at Zhengzhou Houde Technology Co., Ltd., where he was primarily responsible for developing and implementing media strategies, which include maintaining media relationships, content operations, user operations, brand promotion, and commercial cooperation services. Mr. Mo graduated from Zhengzhou Information Technology Vocational School in September 2017 with a bachelor’s degree in Investment and Finance.

Family Relationships

There are no familial relationships between the directors or executive officers of the Company.

Code of Ethics

Our Board has adopted a written code of business conduct and ethics (“Code of Ethics”) that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code of Ethics and all disclosures that are required by law regarding any amendments to, or waivers from, any provision of the Code of Ethics. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this annual Report on Form 10-K or by viewing it on our website found at https://www.innoholdings.com/code-of-business-conduct-and-ethics.

2823

Insider Trading Policy

All officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Policy. The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in the trading of our securities. To ensure compliance with the Insider Trading Policy and applicable federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading plans that were preapproved. Even during a trading window period, certain insiders, including our named executive officers and directors, must comply with our designated pre-clearance policy prior to trading in our securities.

Board Leadership Structure and Risk Oversight

Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk. While the Company has not yet experienced a significant impact related to the situation in Ukraine caused by the Russian invasion, the Board will also closely monitor the risks in relation to such developments, including but not limited to risks related to cybersecurity, sanctions, supply chain, suppliers and service providers. Similarly, our board is monitoring US-China relations to monitor risks such as political disruption, supply chain, and foreign exchange.

Board of Directors

Our business and affairs are managed under the direction of our Board. Our Board consists of 5 directors, 3 of whom qualify as “independent” under the listing standards of Nasdaq.

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their successors have been elected and qualified.

Director Independence

Our Board is composed of a majority of “independent directors” as defined under the rules of Nasdaq. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under such definition, our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Yufang Qu, Tao Tu and Yongbo Mo are all independent directors of the Company.

Committees of the Board of Directors

Committees of the Board were established and took effect upon the closing of our IPO on December 18, 2023. Our committees include an audit committee and a compensation committee. Each such committee has the composition and responsibilities described below:

Audit Committee

Our audit committee consists of Yufang Qu, Tao Tu and Yongbo Mo. Yufang Qu is the chairman of the audit committee. In addition, our Board has determined that Yufang Qu is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

(a) reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual disclosure report; (b) discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; (c) discussing with management major risk assessment and risk management policies; (d) monitoring the independence of the independent auditor; (e) verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; (f) reviewing and approving all related-party transactions; (g) inquiring and discussing with management our compliance with applicable laws and regulations; (h) preapproving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; (i) appointing or replacing the independent auditor; (j) determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; (k) establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and (l) approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

	(c)	discussing with management major risk assessment and risk management policies;

	(d)	monitoring the independence of the independent auditor;

	(e)	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

	(f)	reviewing and approving all related-party transactions;

	(g)	inquiring and discussing with management our compliance with applicable laws and regulations;

	(h)	preapproving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

	(i)	appointing or replacing the independent auditor;

	(j)	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

	(k)	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

	(l)	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The audit committee is composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, the Company has certified to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Compensation Committee

Our compensation committee consists of Yufang Qu, Tao Tu and Yongbo Mo, each of whom is an independent director. Each member of our compensation committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act. Yufang Qu is the chairman of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

	(a)	reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

	(b)	administers our equity compensation plans;

	(c)	reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and

	(d)	establishes and reviews general policies relating to compensation and benefits of our employees.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

	(a)	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	(b)	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

	(c)	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	(d)	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	(e)	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	(f)	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in section 3(a)(26) of the Exchange Act), any registered entity (as defined in section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Director Qualifications

InThe ~~accordance~~Company ~~with~~does ~~its~~not ~~charter~~have a standing nominating committee. Instead, our independent directors collectively fulfill the responsibilities that would otherwise be assigned to a nominating and corporate governance committee, ~~develops~~including developing and ~~recommends~~recommending to our board of directors appropriate criteria, including desired qualifications, expertise, skills and characteristics, for selection of new directors and periodically reviews the criteria adopted by our board of directors and, if appropriate, recommends changes to such criteria. The Board believes that this approach is appropriate given the Company’s size, board composition and current governance structure.

Board Diversity

Our board of directors desires to seek members from diverse professional backgrounds who combine a strong professional reputation and knowledge of our business and industry with a reputation for integrity. Our board of directors does not have a formal policy with respect to diversity and inclusion but is in process of establishing a policy on diversity. Diversity of experience, expertise and viewpoints is one of many factors the nominating and corporate governance committee considers when recommending director nominees to our board of directors. Further, our board of directors seeks highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. Our board of directors also seeks members that have experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our company. We believe that our current board composition reflects our commitment to diversity in the areas of professional background.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock (“Ten Percent Holders”) to file with the SEC reports of their share ownership and changes in their share ownership of our common stock. Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us, the following former directors, ~~former executive officers and former Ten Percent Holders did not comply with all Section 16(a) filing requirements~~ during the fiscal year ended September 30, ~~2024~~2025, asall ~~follows:~~Section ~~Messrs.~~16(a) ~~Liu,~~filing ~~Li,~~requirements applicable ~~Sung,~~to ~~Zhang~~our ~~and~~executive ~~Haws~~officers, ~~and~~directors ~~Mses. Gong~~ and ~~Liu,~~Ten ~~filed~~Percent ~~their~~Holders ~~Form~~were 3scomplied ~~late~~with, inwith ~~2023.~~the ~~Mr.~~exception ~~Liu~~of ~~Dekui~~the ~~filed his Form 4 late in 2024. ZFounder Organization Inc. and West Lake Club Inc. filed their Form 3s late in 2024.~~following:

Name	Number of Late Reports⁽¹⁾		Number of Transactions Not Timely Reported		Failure to file Requested Forms⁽¹⁾
Ding Wei		1		1		1
Mengshu Shao		1		1		1

⁽¹⁾	Failure to file Form 4 - Statement of Changes in Beneficial Ownership.

The above individuals have each confirmed with the Company that they intend to complete filings of the delinquent Section 16(a) reports as soon as commercially practicable.

ITEM 11. EXECUTIVE COMPENSATION

Compensation for our Named Executive Officers

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section discusses the material components of the executive compensation program for our named executive officers (“NEOs”) for the fiscal year ending September 30, ~~2024~~2025 (“Fiscal Year ~~2024~~2025”) and the fiscal year ending September 30, ~~2023~~2024 (“Fiscal Year ~~2023~~2024”).

For Fiscal Year ~~2024~~2025 and ~~2023~~2024, the Company’s NEOs were:

● Dekui Liu, former Chief Executive Officer; ● Tianwei (Solomon) Li, former Chief Financial Officer and former Chief Executive Officer; ~~and~~ ● Dr. Li (Alice) Gong, former Chief Operation Officer and General Manager of Inno Metal Studs Corp (a former subsidiary of the Company); ● Ding Wei, Chief Executive Officer; and ● ~~Weston~~Mengshu ~~Twigg~~Shao, ~~former~~ Chief ~~Financial~~Executive Officer.

Compensation Program

The objective of the compensation program of the Company and its subsidiaries (the “Company Group”) is to provide a total compensation package to each NEO that will enable the Company Group to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our shareholders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.

● Base Salary. Each of the NEOs is paid a base salary commensurate with the executive’s skill set, experience, performance, role and responsibilities. ● Short-Term Cash Incentives. During Fiscal Years ~~2024~~2025 and ~~2023~~2024, except for a one-time award of $50,000 to Mr. Tianwei Li upon the consummation of the IPO, the Company Group did not grant any short-term cash bonuses to any of the NEOs. ● ~~Long-Term~~Stock ~~Equity Incentives~~Awards. During Fiscal Years ~~2024~~2025 and ~~2023~~2024, the Company Group ~~did~~granted ~~not~~incentive ~~grant~~stock ~~any~~awards, ~~incentive~~pursuant ~~equity~~to ~~awards~~the Omnibus Incentive Plan, to ~~any~~NEOs including 150,000 shares of ~~the~~our ~~NEOs~~common stock to Ding Wei, and 51,355 shares of our common stock to Mengshu Shao.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and paid to the Company’s NEOs for services rendered to the Company Group in all capacities in its Fiscal Years ~~2024~~2025 and ~~2023~~2024.

Name and Principal Position	Year	Salary ($)			Bonus ($)		~~Total~~Stock Awards ($)		Total ($)
Ding Wei (1)	2024		-			-		-
Ding Wei(1)	2025		60,000			-		775,500		-
Chief Executive Officer	~~2023~~2024		-			-		-		-
Dekui Liu (2)	2024		70,833			-		70,833
Mengshu Shao(2)	2025		60,000			-		265,505
Former Chief Executive Officer	2023		11,000	(3)		-		11,000
Chief Financial Officer	2024		-			-		-		-
Tianwei (Solomon) Li(4)	2024		180,000			50,000		230,000
Dekui Liu(3)	2025		-			-		-		-
Chief Financial Officer and Former Chief Executive Officer	2023		45,000			-		45,000
Former Chief Executive Officer	2024		70,833			-		-		70,833
Dr. Li (Alice) Gong(5)	2024		152,587			-		152,587
Tianwei (Solomon) Li(4)	2025		-			-		-		-
Former Chief Operation Officer and General Manager of Inno Metal Studs Corp	2023		100,347			-		100,347
Former Chief Financial Officer and Former Chief Executive Officer	2024		180,000			50,000		-		230,000
Weston Twigg(6)	2024		-			-		-
Dr. Li (Alice) Gong(5)	2025		-			-		-		-
Former Chief Financial Officer	2023		104,527			-		104,527
Former Chief Operation Officer and General Manager of Inno Metal Studs Corp	2024		152,587			-		-		152,587

(1) On October 15, 2024, the Board appointed Ding Wei, to fill the Chief Executive Officer. The Company will compensate Ding Wei for his service as chief executive officer at a salary of $60,000 annually, subject to his continued service.

~~(2) On May 31, 2024, Mr. Liu resigned from his position as Chief Executive Officer, Chairman, and as a Director of the Board of the Company.~~27

(32) InOn ~~June~~January ~~2023~~3, 2025, the Board ~~approved~~appointed aMengshu ~~temporary~~Shao, ~~reduction~~to infill Mrthe Chief Financial Officer. ~~Liu’s~~The ~~base~~Company ~~salary~~will compensate Mengshu Shao for her ~~Fiscal~~service ~~Year~~as ~~2023,~~chief ~~from~~financial officer at a salary of $8060,000 annually, subject to ~~$11,000~~her continued service.

(43) On ~~June~~May 331, 2024, ~~the~~Mr. ~~Board~~Dekui ~~appointed~~Liu ~~Tianwei~~resigned Lifrom ~~as Chief Executive Officer of the Company and continue to serve as the Company’s Chief Financial Officer following~~ his ~~appointment~~position as Chief Executive Officer~~. On October 15~~, ~~2024~~Chairman, ~~Mr.~~and ~~Li resigned from his position~~ as ~~Chief~~a ~~Executive~~Director ~~Officer~~ of the ~~Company~~Board ~~and~~of ~~continues to serve as~~ the Company~~’s Chief Financial Officer~~.

(54) Tianwei Li was appointed Chief Financial Officer, effective July 17, 2023. On June 3, 2024, the Board appointed Mr. Li as Chief Executive Officer of the Company and continued to serve as the Company’s Chief Financial Officer following his appointment as Chief Executive Officer. On October 15, 2024, MsMr. ~~Gong~~Li resigned from ~~her~~his position as Chief ~~Operations~~Executive Officer of the Company. On January 3, 2025, Mr. Li resigned from his position as Chief Financial Officer of the Company.

(65) ~~Mr.~~On LiOctober ~~was appointed Chief Financial Officer~~15, ~~effective July 17~~2024, ~~2023~~Ms. ~~Mr.~~Gong ~~Twigg~~ resigned from ~~the~~her ~~Company,~~position ~~effective~~as ~~July~~Chief 3,Operations ~~2023~~Officer of the Company.

Narrative Disclosure to the Summary Compensation Table

Employee Benefits

The executive officers, including the NEOs, are eligible to receive the same employee benefits that are generally available to all full-time employees, subject to the satisfaction of certain eligibility requirements. In structuring these benefit plans, the Company Group seeks to provide an aggregate level of benefits that are comparable to those provided by similar companies.

Agreements with our NEOs

Other than ~~Mr.~~Ding LiWei and Mengshu Shao, our NEOs not currently subject to an employment agreement with the Company Group.

Effective July 17, 2023, Mr. Li was appointed by the Board to serve as the Company Group’s Chief Financial Officer. Pursuant to the terms of his Offer Letter with the Company, dated July 14, 2023 (the “Li Offer Letter”). Mr. Li’s initial employment term will run from July 17, 2023 to July 17, 2024. Starting July 17, 2024, his employment will be at-will. Pursuant to the Offer Letter Mr. Li will receive an annual base salary of $180,000 and be eligible for an annual performance-based bonus of Company options worth $200,000 disbursed proportionally on a monthly basis, subject to the Omnibus Plan. Subject to the consummation of the IPO and pursuant to the Offer Letter, Mr. Li is eligible for a one-time award of $50,000 within one week after consummation of the IPO for pre-IPO consulting services provided. The option awards have not been awarded as of the date of this filing. The IPO bonus of $50,000 was paid on April 19, 2024. Mr. Li is also will be eligible to participate in all benefit plans generally offered to other senior executives of the Company in similar positions and with similar responsibilities.

2023 Omnibus Incentive Plan

Our Board adopted, and our shareholders approved, the Inno Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”), ~~effective~~ effective July 18, 2023. NoThe purpose of the 2023 Omnibus Plan is to: (i) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (ii) give participants an incentive ~~equity~~for excellence ~~awards~~in ~~have~~individual ~~been~~performance; ~~granted~~(iii) ~~under~~promote teamwork among its participants; and (iv) give the Company a significant advantage in attracting and retaining key employees, non-employee directors, and consultants. To accomplish these purposes, the 2023 Omnibus Plan provides asfor the grant of awards in the ~~date~~form ~~hereof~~of incentive stock options within the meaning of Section 422 of the Code, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards (including performance shares, performance units and performance bonus awards), and other stock-based or cash-based awards. A total of 201,355 shares of common stock (or 2,013,552 shares of common stock before the Reverse Stock Split) was initially reserved and available for issuance under the 2023 Omnibus Plan.

The purpose of the Omnibus Plan is to: (i) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (ii) give participants an incentive for excellence in individual performance; (iii) promote teamwork among its participants; and (iv) give the Company a significant advantage in attracting and retaining key employees, non-employee directors, and consultants. To accomplish these purposes, the Omnibus Plan provides for the grant of awards in the form of incentive stock options within the meaning of Section 422 of the Code, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards (including performance shares, performance units and performance bonus awards), and other stock-based or cash-based awards. A total of 2,013,552 shares of common stock was initially reserved and available for issuance under the Omnibus Plan.28

~~Outstanding~~All ~~Equity~~of ~~Awards~~the atincentive ~~2024~~equity ~~Fiscal~~awards ~~Year-End~~under the 2023 Omnibus Plan have been granted in January 2025, including 150,000 shares of our common stock to Ding Wei, and 51,355 shares of our common stock to Mengshu Shao.

~~None~~2025 ofOmnibus ~~our~~Incentive ~~NEOs had any outstanding equity awards in the Company as of September 30, 2024.~~Plan

Our Board adopted, and our shareholders approved, the Inno Holdings, Inc. 2025 Omnibus Incentive Plan (the “2025 Omnibus Plan”), effective March 17, 2025. The purpose of the 2025 Omnibus Plan is to: (i) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (ii) give participants an incentive for excellence in individual performance; (iii) promote teamwork among its participants; and (iv) give the Company a significant advantage in attracting and retaining key employees, non-employee directors, and consultants. To accomplish these purposes, the 2025 Omnibus Plan provides for the grant of awards in the form of incentive stock options within the meaning of Section 422 of the Code, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards (including performance shares, performance units and performance bonus awards), and other stock-based or cash-based awards. A total of 880,000 shares of common stock was initially reserved and available for issuance under the 2025 Omnibus Plan.

All of the incentive equity awards under the 2025 Omnibus Plan have been granted in May 2025 to our non-NEO employees.

Outstanding Equity Awards at 2025 Fiscal Year-End

None of our NEOs had any outstanding equity awards in the Company as of September 30, 2025.

Potential Payments Upon Termination or Change in Control

As of September 30, ~~2024~~2025, none of our NEOs were eligible for any potential payments upon any form of termination or resignation of employment or a change in control of the Company. During Fiscal Years ~~2024~~2025 and ~~2023~~2024, none of our former NEOs received any payments or benefits in connection with their resignation from the Company.

Director Compensation Table

~~All~~Neither of the ~~independent~~Company’s non-employee directors ~~are~~received ~~entitled~~any compensation related to ~~receive~~the ~~$10,000~~director’s Board service in ~~cash~~Fiscal ~~per~~Year 2025 ~~quarter,~~and ~~subject~~2024 toor ~~their~~had ~~continued~~any ~~service~~outstanding onequity ~~the~~awards ~~Board~~as of September 30, 2025.

Shaoren Liu and Ying Liu served as the Company’s non-employee directors during Fiscal Year 2023. Neither of the Company’s non-employee directors received any compensation related to the director’s Board service in Fiscal Year 2023 and 2024 or had any outstanding equity awards as of September 30, 2024. Mr. Shaoren Liu resigned as a member of the Board, effective December 18, 2023. On October 15, 2024, Ms. Ying Liu resigned from her position as Chairwoman and a director of the Board.

Incentive Based Compensation Recoupment Policy

On October 30, 2023, our Board of Directors adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and listing standards of The Nasdaq Stock Market LLC thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.

3429

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jobs Act. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but we cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

	●	being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures;

	●	not being required to comply with the requirement of an auditor needing to attest to our internal controls over financial reporting;

	●	not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or providing a supplement to the auditor’s report regarding additional information about the audit and the financial statements;

	●	reduced disclosure obligations regarding executive compensation; and

	●	not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Common Stock Shares as of the date of this annual report, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of ~~December~~September 630, ~~2024~~2025. Except as otherwise indicated, we believe that the persons named in this table have sole voting ~~and~~ and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 397,~~057~~948,~~043~~480 shares of common stock issued and outstanding as of December 615, ~~2024~~2025.

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Name and Address of Beneficial Owner⁽¹⁾	Title	Beneficially owned		Percent
Officers and Directors
Ding Wei	Chief Executive Officer, Director and Chairman		150,000		0.15	%
Mengshu Shao	Chief Financial Officer and Director		51,355		0.05	%
Yufang Qu	Independent Director		—		—
Tao Tu	Independent Director		—		—
Yongbo Mo	Independent Director		—		—
Officers and Directors as a Group (total of five persons)			—		—
5%+ Stockholders

Name and Address of Beneficial Owner(1)	Title	Beneficially owned		Percent
Officers and Directors
Ding Wei	Chief Executive Officer, Director and Chairman		—		—
Tianwei Li	Chief Financial Officer		—		—
Mengshu Shao	Director		—		—
Yufang Qu	Independent Director		—		—
Tao Tu	Independent Director		—		—
Yongbo Mo	Independent Director		—		—
Officers and Directors as a Group (total of 6 persons)			—		—
5%+ Stockholders
Changzheng Ye,(2)	Investor		157,079		5.14	%
West Lake Club Inc. (3)	Investor		640,000		20.94	%

(1)	Unless otherwise indicated, the business address for each of the individuals is RM1, 5/F, No. 43 Hung To Road, Kwun Tong, Kowloon, Hong Kong 999077.

(1)	Unless otherwise indicated, the business address for each of the individuals is 2465 Farm Market 359 South, Brookshire, TX 77423.
(2)	The address for Changzheng Ye is Qianhai Maple Leaf Building, Tower A, 5F07, Shenzhen, Guangdong, China.
(3)	The address for West Lake Club Inc. is 14738 SW 23rd Street, Miami, FL 33185. The foregoing information is based solely on Schedule 13D of West Lake Club Inc. filed on September 11, 2024, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

Equity Compensation Plan Information

As of September 30, ~~2024~~2025, noa total of 1,081,355 shares of common stock awards were issued by the Company under its equity compensation plan., including:

	●	A total of 201,355 shares of common stock under the 2023 Omnibus Plan were granted in January 2025, including 150,000 shares of common stock to Ding Wei, and 51,355 shares of our common stock to Mengshu Shao; and

	●	A total of 880,000 shares of common stock under the 2025 Omnibus Plan were granted in May 2025, including 880,000 shares of common stock to non-NEO employees.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Unless described below, ~~during~~from ~~the~~October ~~last~~1, ~~two~~2024 ~~fiscal~~till ~~years~~September 30, 2025, there are no existing or currently proposed transactions or series of similar transactions to which we were a party or will be a party, in which:

	●	the amounts involved exceed or will exceed $120,000; and

	●	any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest.

~~The~~Starting in December 2022, for operation and cashflow needs, the Company ~~engaged~~advances ~~Yunited~~funds ~~Assets~~from ~~LLC~~Zfounder Organization Inc., (“~~Yunited~~Zfounder”), one aof ~~limited~~the ~~liability~~Company’s ~~company~~minority ~~owned~~shareholders, byand MrWise Hill Inc., ~~Cheng~~(“Wise YuHill”), ~~the~~a ~~minority~~company ~~owner~~owned ofby a former shareholder of the Company’s ~~subsidiary,~~who ~~Inno~~also ~~Research~~serves ~~Institute,~~as ~~for~~the ~~consultation~~CEO ~~services~~and onBoard amember ~~project-by-project~~of ~~basis~~Zfounder. ~~During~~The ~~the~~advanced ~~year~~amounts ~~ended September~~are non-interest bearing. As of September 30, ~~2023~~2025 and 2024, the ~~Company~~outstanding ~~recorded $4~~balance,~~375~~ ofdue ~~project-based~~to ~~consulting~~Zfounder ~~service~~and ~~fees~~Wise Hill, were $Nil and $~~110~~Nil,~~000~~ ~~consulting~~respectively. ~~fee~~During tothe ~~Yunited~~year ~~for~~ended ~~Mr.~~September ~~Yu’s~~31, ~~daily~~2025, ~~operating~~other ~~services~~income ~~included~~of inemployee ~~the~~lease ~~general~~service ~~and~~from ~~administrative~~Zfounder ~~expenses~~was $34,000. NoZfounder ~~such~~was ~~services~~a ~~have~~principal ~~been~~shareholder ~~provided~~of ~~for~~ the ~~year~~ ~~ended~~Company as of September 30, 2024. AsIn ofOctober ~~September 30~~2024, ~~2024~~Zfounder ~~and~~sold ~~2023,~~most ~~the~~of ~~outstanding~~its ~~balance~~shares of ~~accounts~~the ~~payable~~Company –to ~~related~~third ~~party~~parties, ~~due~~after which it became a minority toshareholder ~~Yunited~~of ~~was~~the ~~$Nil~~Company, so both Zfounder and ~~$50,000~~Wise Hill are no longer considered as related parties of the Company.

36In March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a minority shareholder of the Company, who also serves as the CEO and Board member of Zfounder. In August 2023, all rights, obligations and interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision 101”). Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount equal to $15,875,800 plus applicable taxes. As of September 30, 2025, the outstanding balance, due to Zfounder was $Nil and $Nil amount of revenue has been recognized during the year ended September 30, 2025. As of September 30, 2024, amount of $244,185 has been received and recorded as deferred revenue, and $Nil amount of revenue has been recognized during the year ended September 30, 2024. As Zfounder is now a minority shareholder of the Company and the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp on March 4, 2025, Vision 101 is no longer considered as related parties of the Company.

The Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”), a company with a director related to the Chairwoman. During the year ended September 30, 2024, Baicheng provided the renovation design services with a fee of $52,000. Additionally, the Company prepaid $225,511 to Baicheng for roof materials for the factory improvement project. As of September 30, 2024, the outstanding balance of prepayments to Baicehng was $225,511. As of September 30, 2023, the outstanding accounts payable-related party due to Baicheng was $485,595.31

~~Starting~~On inOctober ~~December 2022~~14, ~~for operation and cashflow needs~~2024, the Company ~~advances~~entered ~~funds~~into ~~from~~an ~~Zfounder~~equity ~~Organization~~investment ~~Inc.,~~agreement ~~(“Zfounder”)~~with an individual, ~~one~~ ofsecuring ~~the~~a ~~Company’s~~15% ~~shareholders,~~ownership ~~and~~interest ~~Wise~~in ~~Hill~~Core Modu ~~Inc~~LLC., ~~(“Wise~~During ~~Hill”),~~the ayear ~~company~~ended ~~owned~~September by30, a2025, ~~former~~other ~~shareholder~~income of ~~the Company~~employee ~~who~~lease ~~also~~service ~~serves~~from asCore ~~the~~Modu ~~CEO~~was ~~and~~$15,000. ~~Board~~On ~~member~~March of28, ~~Zfounder.~~2025, the ~~The~~Company ~~advanced~~agreed ~~amounts~~to ~~are~~sell ~~non-interest~~all ~~bearing. As~~ of ~~September 30, 2024,~~ the ~~outstanding~~membership ~~balance,~~interest ~~due~~it toowns ~~Zfounder~~in ~~and~~Core ~~Wise~~Modu ~~Hill~~LLC, ~~has~~which ~~been~~represents ~~fully~~15% ~~paid~~of ~~off.~~the Asoutstanding ofmembership interest ~~September~~in ~~30,~~Core ~~2023,~~Modu ~~the~~LLC. ~~outstanding~~Core ~~balance~~Modu ~~due to~~LLC ~~Zfounder~~is ~~and~~no ~~Wise~~longer ~~Hill,~~considered ~~were~~as ~~$55,000~~related ~~and~~parties ~~$122,000,~~of ~~respectively~~the Company.

InThe ~~March 2023, the~~ Company ~~entered~~purchases ~~into~~prefab anhome, ~~agreement~~materials ~~with~~and ~~Vision Opportunity Fund LP~~supplies, aincluding ~~Florida~~design ~~limited~~services ~~partnership~~from ~~partially~~Baicheng ~~owned~~Trading byLLC a(“Baicheng”), ~~former~~a ~~shareholder~~company ofwith ~~the~~a ~~Company,~~director ~~who~~related ~~also~~to ~~serves as~~ the ~~CEO~~former ~~and~~Chairwoman. ~~Board~~As ~~member~~ of ~~Zfounder.~~September ~~In August 2023~~30, ~~all~~2025 ~~rights, obligations~~ and ~~interests~~ ~~under~~2024, the ~~agreement~~outstanding ~~were~~balance ~~subsequently~~of ~~assigned~~prepayments to byBaicheng ~~Vision~~was ~~Opportunity~~$Nil ~~Fund~~and ~~LP to its general partner~~$225,511, ~~New Vision 101 LLC (“Vision 101”)~~respectively. ~~Pursuant~~As to the ~~agreement,~~former ~~the~~Chairwoman ~~Company~~resigned ~~agreed~~from toher ~~provide~~position ~~supplies~~of ~~and~~the ~~act~~Company asin ~~project~~October ~~developer for an amount equal to $15~~2024,~~875,800~~ ~~plus~~Baicheng ~~applicable~~is ~~taxes.~~no Aslonger ofconsidered ~~September 30, 2024, amount of $244,185 has been received and recorded~~ as ~~deferred~~a ~~revenue,~~related ~~and~~party ~~$Nil amount~~ of ~~revenue~~the ~~has been recognized~~Company.

Policies and Procedures for Related Person Transactions

We have adopted a written related person transaction policy that set forth the following policies and procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which INNO or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

	●	any person who is, or at any time during the applicable period was, one of INNO’s executive officers or directors;

	●	any person who is known by INNO to be the beneficial owner of more than 5% of INNO’s voting securities;

	●	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of INNO’s voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of INNO’s voting securities; and

	●	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

We intend to establish policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit committee have the responsibility to review related party transactions.

Director Independence

A majority of our Board are independent directors, see the discussion above under the section “Item 10. Directors, Executive Officers and Corporate governance.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditor

For the years ended September 30, ~~2024~~2025 and ~~2023~~2024, the Company’s independent public accounting firms were ~~Simon~~JWF Assurance PAC and Simon & Edward, LLP ~~and TAAD LLP~~, respectively.

Fees Paid to Principal Independent Registered Public Accounting Firm

The aggregate fees billed by our Independent Registered Public Accounting Firm, for the years ended September 30, ~~2024~~2025 and ~~2023~~2024 are as follows:

	2024		2023
	2025		2024
Audit Fees (1)	$	92168,~~500~~000	$	~~178~~92,~~383~~500
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
Tax Fees		-		-
All other fees (4)		-		-
All other fees (3)		-		-
Total Fees	$	92168,~~500~~000	$	~~178~~92,~~383~~500

(1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the latest practicable date for this annual report. (2) Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees.” (3)~~TAAD~~ ~~did not provide us with tax compliance, tax advice or tax planning services (4)~~ All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories. No such fees were incurred during the fiscal years ended September 30, ~~2024~~2025 and ~~2023~~2024.

Audit Committee Pre-Approval Policies

The charter of our audit committee provides that the duties and responsibilities of our audit committee include the pre-approval of all audit and non-audit services permitted by law or applicable SEC regulations (including fee and terms of engagement) to be performed by our external auditor.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

(a) Documents filed as part of this report

(1) Financial Statements

All financial statements of the Company are as set forth under Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

All schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not required.

3833

(3b) Exhibits.

The following exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.

EXHIBIT INDEX

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibits	Filing Date
3.1	Amended and Restated Certificate of Formation dated July 14, 2023	S-1	333-273429	3.5	October 20, 2023
3.2	Amended and Restated Bylaws of Inno Holdings Inc., dated December 18, 2023	8-K	001-41882	3.1	December 18, 2023
3.3	Certificate of Amendment to the Amended and Restated Certificate of Formation, dated October 8, 2024	8-K	001-41882	3.1	October 8, 2024
4.1	Underwriter’s Warrant, dated December 18, 2023, issued by Inno Holdings Inc.	8-K	001-41882	4.1	December 18, 2023
4.2	Form of Common Stock Certificate	S-1	333-273429	4.1	October 20, 2023
4.3	Description of Inno Holding Inc.’s Capital Stock	10-K	001-41882	4.3	January 16, 2024
10.1	Form of Indemnification Agreement	S-1	333-273429	10.1	October 20, 2023
10.2++	Development and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023.	S-1	333-273429	10.2	October 20, 2023
10.2	Inno Holdings Inc. 2023 Omnibus Incentive Plan	10-K	001-41882	10.4	January 16, 2024
10.3++	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.	S-1	333-273429	10.5	October 20, 2023
10.3	Limited Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative.	8-K	001-41882	10.1	March 4, 2024
10.4	~~Inno~~Warrant ~~Holdings~~Assumption ~~Inc.~~Agreement, ~~2023~~dated ~~Omnibus~~March ~~Incentive~~1, ~~Plan~~2024, by and between the Company and the Representative	108-K	001-41882	10.42	~~January~~March 164, 2024
10.5	~~Offer~~SPA ~~Letter~~I, dated September 6, 2024, by and between ~~Inno~~the ~~Holdings~~Company, ~~Inc.~~Zfounder, ~~and~~West ~~Tianwei~~Lake LiClub, ~~dated~~Next ~~July~~Level ~~14,~~and ~~2023~~each of the investors signatory thereto.	S8-1K	~~333~~001-~~273429~~41882	10.41	~~October~~September 2012, ~~2023~~2024
10.6	~~Agreement~~SPA ~~for~~II, ~~Purchase~~dated ~~and~~September ~~Sale~~6, 2024, by and ~~Escrow~~between ~~Instructions~~the Company, ~~dated~~Zfounder, ~~January~~and 4,each ~~2024~~of the investors signatory thereto.	8-K	001-41882	10.12	~~January~~September 1612, 2024
10.7	~~Limited~~SPA ~~Waiver of Underwriting Agreement~~III, dated ~~March~~September 16, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the ~~Representative~~investors signatory thereto.	8-K	001-41882	10.13	~~March~~September 412, 2024
10.8	Warrant Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative	8-K	001-41882	10.2	March 4, 2024
10.8++	Form of Securities Purchase Agreement, by and between the Company and certain investors, dated October 31, 2024	8-K	001-41882	10.1	November 1, 2024
10.9	SPA I, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto.	8-K	001-41882	10.1	September 12, 2024
10.9++	Form of Registration Rights Agreement, by and between the Company and certain investors, dated October 31, 2024	8-K	001-41882	10.2	November 1, 2024
10.10	SPA II, dated September 6, 2024, by and between the Company, Zfounder, and each of the investors signatory thereto.	8-K	001-41882	10.2	September 12, 2024
10.10++	Form of Securities Purchase Agreement, by and between the Company and certain investors, dated November 13, 2024	8-K	001-41882	10.1	November 19, 2024
10.11	SPA III, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory thereto.	8-K	001-41882	10.3	September 12, 2024
14.1	Code of Business Conduct and Ethics	10-K	001-41882	14.1	January 16, 2024
19.1*	Insider Trading Policy and Procedures
21.1	List of Subsidiaries of the Registrant	S-1	333-273429	21.1	October 20, 2023
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1	Inno Holdings Inc. Incentive Based Compensation Recoupment Policy	10-K	001-41882	97.1	January 16, 2024
99.1	Audit Committee Charter	10-K	001-41882	99.1	January 16, 2024
99.2	Compensation Committee Charter	10-K	001-41882	99.2	January 16, 2024

10.11++	Form of Registration Rights Agreement, by and between the Company and certain investors, dated November 13, 2024	8-K		001-41882	10.2	November 19, 2024
10.12++	Form of Securities Purchase Agreement, by and between the Company and certain investors, dated December 11, 2024	8-K		001-41882	10.1	December 13, 2024
10.13++	Form of Registration Rights Agreement, by and between the Company and certain investors, dated December 11, 2024	8-K		001-41882	10.2	December 13, 2024
10.14	Standby Equity Purchase Agreement dated January 28, 2025, between Inno Holdings Inc. and the Investors	8-K		001-41882	10.1	January 29, 2025
10.15	Share Purchase Agreement, dated March 4, 2025, by and among Architectix Limited, Inno Holdings Inc., Inno Metal Studs Corp, and Inno AI Tech Corp	8-K		001-41882	10.1	March 10, 2025
10.16	Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Core Modu LLC	8-K		001-41882	10.1	March 31, 2025
10.17	Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Castor Building Tech LLC	8-K		001-41882	10.2	March 31, 2025
10.18++	Form of Securities Purchase Agreement, by and between the Company and certain investors, dated June 2, 2025	8-K		001-41882	10.1	June 6, 2025
10.19	Standby Equity Purchase Agreement dated July 4, 2025, between Inno Holdings Inc. and the Investors	8-K		001-41882	10.1	July 8, 2025
10.20++	Form of Securities Purchase Agreement, dated September 10, 2025, by and between Inno Holdings Inc. and certain institutional investors	8-K		001-41882	10.1	September 11, 2025
10.21	Placement Agent Agreement, dated September 9, 2025, by and between Inno Holdings Inc. and Aegis Capital Corp.	8-K		001-41882	10.2	September 11, 2025
10.22++	Form of Pre-Funded Warrant	8-K		001-41882	10.3	September 11, 2025
10.23++	Lease Agreement
10.24++	Form of Standard Sales of Goods Agreement with Top Customers for the year ended September 30, 2025
10.25++	Procurement Contract with Top 1 Supplier for the year ended September 30, 2025
10.26++	Procurement Contract with Top 2 Supplier for the year ended September 30, 2025
10.27	Sales Agreement, dated November 12, 2025, by and between Inno Holdings Inc. and Aegis Capital Corp.	8-K		001-41882	1.1	November 13, 2025
14.1	Code of Business Conduct and Ethics	10-K	001-41882		14.1	January 16, 2024
19.1*	Insider Trading Policy and Procedures
21.1	List of Subsidiaries of the Registrant
23.1	Consent of Simon & Edward, LLP
23.2	Consent of JWF Assurance PAC
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1	Inno Holdings Inc. Incentive Based Compensation Recoupment Policy	10-K	001-41882		97.1	January 16, 2024
99.1	Audit Committee Charter	10-K	001-41882		99.1	January 16, 2024
99.2	Compensation Committee Charter	10-K	001-41882		99.2	January 16, 2024

*	Filed or furnished herewith.
++	Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish an unredacted copy to the SEC upon its request.
#	Certain schedules and exhibits have been omitted in compliance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.

ITEM 16. FORM 10-K SUMMARY.

None.

3935

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INNO HOLDINGS, INC.
	By:	/s/ Ding Wei
		Ding Wei
		Chief Executive Officer (Principal Executive Officer)
	Date: December 9, 2024
	Date: December 15, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Ding Wei	Chief Executive Officer, Director and Chairman	December 915, ~~2024~~2025
Ding Wei	(Principal Executive Officer)
/s/ Tianwei Li	Chief Financial Officer	December 9, 2024
/s/ Mengshu Shao	Chief Financial Officer and Director	December 15, 2025
Tianwei Li	(Principal Financial and Accounting Officer)
Mengshu Shao	(Principal Financial and Accounting Officer)
/s/ Yufang Qu	Director	December 915, ~~2024~~2025
Yufang Qu
/s/ Mengshu Shao	Director	December 9, 2024
/s/ Tao Tu	Director	December 15, 2025
Mengshu Shao
/s/ Tao Tu	Director	December 9, 2024
Tao Tu
/s/ Yongbo Mo	Director	December 915, ~~2024~~2025
Yongbo Mo

4036

Filing Compare · INNO HOLDINGS INC.