SecProbe.io

CORRESP
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filename1.htm

mike
blankenship

Managing
Partner

1.713.651.2678

MBlankenship@winston.com

August
14, 2023

SiSi
Cheng

Kevin
Woody

Thomas
Jones

Jay
Ingram

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    INNO HOLDINGS INC.

    Registration Statement on Form S-1

    Filed July 26, 2023

    File No. 333-273429

Ladies
and Gentlemen:

On
behalf of our client, INNO HOLDINGS INC. (the “Company”), we are writing to submit the Company’s response to
the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) delivered on August 11, 2023, with respect to the above referenced filing.

We
have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Reference
is made to the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company on July 26, 2023.

Prospectus
Summary, page 3

1. Please
                                            revise the prospectus summary to include the disclosure mentioned in the penultimate risk
                                            factor on page 22 that you do not believe the cash and cash equivalents on hand as of March
                                            31 2023 will be sufficient to fund your operations and capital expenditure requirements for
                                            the next twelve months from the date the condensed consolidated financial statements are
                                            issued and the substantial doubt about your ability to continue as a going concern.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 14 of the Registration
Statement to address the Staff’s comment.

 August
                                            14, 2023Page
                                            2

2. Please
                                            revise the prospectus summary to disclose your revenue and net losses for the fiscal years
                                            ended September 30, 2021 and September 30, 2022 and for the six months ended March 31, 2023.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 4 of the Registration
Statement to address the Staff’s comment.

Summary
Historical Financial Information, page 16

3. The
                                            amount of SG&A exclusive of depreciation presented on page 16 does not appear consistent
                                            with the amount presented in your income statement on page F-4. Please revise.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 16 of the Registration
Statement to address the Staff’s comment.

4. The
                                            March 31, 2023 balance sheet data presented on page 16 do not appear consistent with the
                                            amounts presented in your balance sheet on page F-2. Please revise.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 16 of the Registration
Statement to address the Staff’s comment.

Risk
Factors, page 18

5. We
                                            note the exclusive forum provision in Article XI of Exhibit 3.6. Please include a risk factor
                                            to describe the impact of this provision on shareholders. In addition, disclose whether this
                                            provision applies to actions arising under the Securities Act or Exchange Act. In that regard,
                                            please note that while Section 27 of the Exchange Act creates exclusive federal jurisdiction
                                            over all suits brought to enforce any duty or liability created by the Exchange Act, Section
                                            22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
                                            all suits brought to enforce any duty or liability created by the Securities Act or the rules
                                            and regulations thereunder. If this provision applies to claims arising under the Securities
                                            Act, then please disclose that there is uncertainty as to whether a court would enforce such
                                            provision in this context, and to state that shareholders will not be deemed to have waived
                                            the company’s compliance with the federal securities laws and the rules and regulations
                                            thereunder. If this provision does not apply to actions arising under the Securities Act
                                            or Exchange Act, please also ensure that the exclusive forum provision in the governing documents
                                            states this clearly.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 33 and 34 of the Registration
Statement to address the Staff’s comment.

 August 14, 2023

                                                                                Page 3

Revenues,
page 42

6. Please
                                            tell us, with a view to disclosure, why the amount of your backlog as of March 31, 2023 in
                                            this document changed from the amount as of March 31, 2023 on page 42 in your prior document.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 43 of the Registration
Statement to address the Staff’s comment. After considering an estimation of order adjustments, the Company changed an exact number
in prior document to a range in this document.

Description
of Securities, page 97

7. Please
                                            expand the disclosure in this section to discuss the exclusive forum provision in Article
                                            XI of Exhibit 3.6.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 98 and 99 of the Registration
Statement to address the Staff’s comment.

Notes
to Unaudited Condensed Consolidated Financial Statements

Note
2 - Basis of Presentation and Summary of Significant Accounting Policies Going Concern, page F-7

8. You
                                            disclose in Risk Factors on page 22 that you do not believe the cash and cash equivalents
                                            on hand as of March 31 2023 will be sufficient to fund your operations and capital expenditure
                                            requirements for the next twelve months from the date the condensed consolidated financial
                                            statements are issued, and that the uncertainties surrounding your ability to access capital
                                            when needed create substantial doubt about your ability to continue as a going concern. Please
                                            incorporate this disclosure into your discussion of your liquidity and capital resources,
                                            and within Note 2 on pages F-7 and F-27 as required by ASC 205-40-50.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 47, F-7, F-8 and F-27
of the Registration Statement to address the Staff’s comment.

General

9. Please
                                            ensure that the legal opinion and filing fee table reconcile to the disclosure in your prospectus.
                                            In this regard. we note the disclosure on the cover page that the registration statement
                                            of which this prospectus is a part also covers the underwriters’ warrants and the common
                                            shares issuable upon the exercise thereof. However, the warrants are not included in the
                                            filing fee table. Also, exhibit 5.1 does not include an opinion on the legality of the warrants
                                            being offered.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has filed a revised Exhibit 107 and has filed a revised
opinion attached as Exhibit 5.1 to the Registration Statement to address the Staff’s comment.

*
* * * * * *

 August 14, 2023

                                                                                Page 4

If
you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this
matter.

    Sincerely,

    /s/ Michael Blankenship

    Michael Blankenship

    cc:
    Dekui Liu,
    Chief Executive Officer, INNO HOLDINGS INC.