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United States securities and exchange commission logo
March 8, 2023
Dekui Liu
Chief Executive Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 9, 2023
CIK No. 0001961847
Dear Dekui Liu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 9, 2023
Market Data, page 2
1.The disclosure in the second through sixth sentences in this section appears to imply a
disclaimer of responsibility for this information in the registration statement. Please either
revise this section to remove such implication or specifically state that you are
responsible for all information in the registration statement.
2.We note the disclosure in this section that "To our knowledge, certain third-party industry
data that includes projections for future periods does not take into account the effects of
the worldwide coronavirus pandemic. Accordingly, those third-party projections may be
overstated and should not be given undue weight."   Please clearly disclose which data
"includes projections for future periods does not take into account the effects of the

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worldwide coronavirus pandemic."
3.Please tell us whether you commissioned any of the third-party data presented in your
document and, if so, please file the consent as an exhibit.
Mobile Factory, Off-site Equipment Rental, Sales, Service, and Support, page 8
4.Please ensure that the information in the illustrations on pages 9 and 10 is legible.
Summary Risk Factors, page 13
5.Please include a bullet point to highlight the risk factor on pages 29-30 that the company
may experience extreme stock price volatility unrelated to the company's actual or
expected operating performance, financial condition or prospects, making it difficult for
prospective investors to assess the rapidly changing value of the company's common
stock.
Capitalization, page 38
6.Please revise your capitalization table to include both short and long term debt balances.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenues, page 41
7.Please revise to quantify the impacts of changes in price and volume on your revenues and
discuss the underlying business reasons for these changes.
Liquidity and Capital Resources
Cash Flows, page 44
8.Please provide a more robust analysis of the changes in net cash used in operating
activities. Your analysis should quantify all factors that affected operating cash and
address the material drivers underlying those factors. Refer to Section IV.B of SEC
Release 33-8350.
Business, page 51
9.Please disclose, if applicable, the material terms of your written agreements with the
customer that that accounted for 15% and the three customers that accounted for 91% of
the company's total revenues for the fiscal years ended September 30, 2022 and
September 30, 2021, respectively.  In this regard, we note your disclosure in Note 13 on
page F-20.  Also, tell us why you have not filed any of the agreements as exhibits.
10.Please disclose, if applicable, the material terms of your written agreements with the
suppliers that accounted for 75% and 70% of the company's total purchases for the fiscal
years ended September 30, 2022 and September 30, 2021, respectively.  In this regard, we
note your disclosure in Note 13 on page F-20.  Also, tell us why you have not filed any of
the agreements as exhibits.

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Executive and Director Compensation, page 79
11.Please finalize all information within brackets in this section and throughout the
registration statement.
Lock-up Agreements, page 95
12.Please disclose the "certain other exceptions" mentioned in the first paragraph of this
section.
Notes to Consolidated Financial Statements
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Subsequent Events, page F-13
13.Please revise to disclose the actual date through which subsequent events have been
evaluated. Refer to ASC 855-10-50-1.
Note 13 - Concentration of Risk, page F-20
14.Please revise to separately disclose the total revenue from each customer that accounted
for more than 10% of your revenue for each period presented pursuant to ASC 280-10-50-
42. In this regard, we note your disclosure that three customers accounted for 91% of your
total revenue for the year ended September 30, 2021.
Exhibits
15.Please ensure that you file as separate exhibits the consents of the board members.
General
16.If your operations have experienced or are experiencing inflationary pressures or rising
costs, please expand to identify the principal factors contributing to the inflationary
pressures the company has experienced and clarify the resulting impact to the company.
Please also revise to identify actions planned or taken, if any, to mitigate inflationary
pressures.
17.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:
• suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced
headcount; or delayed projects;
• experience labor shortages that impact your business;
• experience cybersecurity attacks in your supply chain;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);

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• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or be exposed to supply chain risk in light of Russia’s invasion of
Ukraine and/or related geopolitical tension or have sought, made or announced plans to
“de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
18.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks. To the extent
material, disclose any new or heightened risk of potential cyberattacks by state actors or
others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate
such potential risks.
19.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
20.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Also discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
21.Please discuss whether recent increased cases of COVID-19 and/or shutdowns related to
additional or increased outbreaks have had a material impact on your operations, supply
chain, liquidity or capital resources.
            You may contact SiSi Cheng, Staff Accountant, at 202-551-5004 or Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael J. Blankenship