SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2026

Mengshu Shao
Chief Financial Officer
INNO HOLDINGS INC.
RM1, 5/F , No. 43 Hung To Road , Kwun Tong
Kowloon, Hong Kong 999077

 Re: INNO HOLDINGS INC.
 Form 10-K for the Fiscal Year Ended September 30, 2025
 File No. 001-41882
Dear Mengshu Shao:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended September 30, 2025
Item 1 Business, page 1

1. Please disclose prominently that you are not a Chinese operating company
but a Texas
 holding company with operations conducted by your subsidiaries based in
Hong Kong,
 and that this structure involves unique risks to investors. Your
disclosure should
 acknowledge that Chinese regulatory authorities could disallow this
structure, which
 would likely result in a material change in your operations and/or a
material change in
 the value of the securities, including that it could cause the value of
such securities to
 significantly decline or become worthless. Provide a cross-reference to
your detailed
 discussion of risks facing the company as a result of this structure.
Please also
 affirmatively state that you do not use a variable interest entity
structure for your Hong
 Kong operations. Please show us your proposed revision in your response.
 March 24, 2026
Page 2
2. Please provide prominent disclosure about the legal and operational
risks that your
 corporate structure and being based in or having the majority of the
company s
 operations in Hong Kong poses to investors. Specifically, describe the
significant
 regulatory, liquidity, and enforcement risks with cross-references to
the more detailed
 discussion of these risks in the document. For example, specifically
discuss risks arising
 from the legal system in China, including risks and uncertainties
regarding the
 enforcement of laws and that rules and regulations in China can change
quickly with
 little advance notice; and the risk that the Chinese government may
intervene or
 influence your operations at any time, or may exert more control over
offerings
 conducted overseas and/or foreign investment in China-based issuers,
which could result
 in a material change in your operations and/or the value of the
securities you are
 registering for sale. Acknowledge any risks that any actions by the
Chinese government
 to exert more oversight and control over offerings that are conducted
overseas and/or
 foreign investment in China-based issuers could significantly limit or
completely hinder
 your ability to offer or continue to offer securities to investors and
cause the value of
 such securities to significantly decline or be worthless. Please show us
your proposed
 revision in your response.
3. Please clearly disclose how you will refer to the holding company,
subsidiaries, and
 other entities when providing the disclosure throughout the document so
that it is clear to
 investors which entity the disclosure is referencing and which
subsidiaries or entities are
 conducting the business operations. Refrain from using terms such as
we or our
 when describing activities or functions of a subsidiary or other entity.
Disclose clearly
 the entity (including the domicile) in which investors are purchasing an
interest. Please
 show us your proposed revision in your response.
4. Provide a clear description of how cash currently is transferred through
your
 organization. Disclose your intentions to distribute earnings or settle
amounts owed
 under your current operating structure. Quantify any cash flows and
transfers of other
 assets by type that have occurred between the holding company and its
subsidiaries, and
 direction of transfer. Quantify any dividends or distributions that a
subsidiary has made
 to the holding company and which entity made such transfer, and their
tax consequences.
 Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
 tax consequences. Your disclosure should make clear if no transfers,
dividends, or
 distributions have been made to date. Describe any restrictions on
foreign exchange and
 your ability to transfer cash between entities, across borders, and to
U.S. investors.
 Describe any restrictions and limitations on your ability to distribute
earnings from the
 company, including your subsidiaries, to the parent company and U.S.
investors as well
 as the ability to settle amounts owed under applicable agreements.
Please show us your
 proposed revision in your response.
5. Please revise your filing to include a separate Enforceability section
that discloses the
 difficulty of bringing actions and enforcing judgements against you and
your officers and
 directors given they are located in China. Please show us your proposed
revision in your
 response.
 March 24, 2026
Page 3
Risk Factors, page 9

6. Given the Chinese government s significant oversight and discretion
over the conduct
 and operations of your business, please revise to describe any material
impact that
 intervention, influence, or control by the Chinese government has or may
have on your
 business or on the value of your securities. Highlight separately the
risk that the Chinese
 government may intervene or influence your operations at any time, which
could result
 in a material change in your operations and/or the value of your
securities. Also, given
 recent statements by the Chinese government indicating an intent to
exert more oversight
 and control over offerings that are conducted overseas and/or foreign
investment in
 China-based issuers, acknowledge the risk that any such action could
significantly limit
 or completely hinder your ability to offer or continue to offer
securities to investors and
 cause the value of such securities to significantly decline or be
worthless. We remind you
 that, pursuant to federal securities rules, the term control
(including the terms
 controlling, controlled by, and under common control with
 ) means the
 possession, direct or indirect, of the power to direct or cause the
direction of the
 management and policies of a person, whether through the ownership of
voting
 securities, by contract, or otherwise. Please show us your proposed
revision in your
 response.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 18

7. We note your disclosure on page F-10 regarding substantial doubt about
your ability to
 continue as a going concern. Please revise the Liquidity and Capital
Resources section in
 future filings to provide consistent disclosures and to clearly state
that your auditor has
 expressed substantial doubt about your ability to continue as a going
concern. In
 addition, describe management's plans to address this uncertainty,
discuss the potential
 impact of the going concern opinion on your ability to raise additional
funds, and expand
 your disclosure to include estimated material cash requirements for the
next twelve
 months. Refer to Item 303(b)(1) of Regulation S-K.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>