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CORRESP
 1
 filename1.htm

 April
27, 2026

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporate Finance

 Office of Manufacturing

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Sisi
Cheng and Jennifer Thompson

 Re:

 INNO
 HOLDINGS INC.

 Form
 10-K for the Fiscal Year Ended September 30, 2025

 Filed
 December 15, 2025

 File
 No. 001-41882

 Dear
Staff,

 Inno
Holdings Inc. (the " Company ," " we ," " our " or " us ") hereby
respectfully submits our responses to the comment letter from the staff (the " Staff ") of the United States Securities
and Exchange Commission (the " Commission ") on March 24, 2026, relating to the above referenced Form 10-K for Fiscal
Year Ended September 30, 2025 (the " 10-K ").

 The
Staff's comments from its letter dated March 24, 2026 are repeated below in bold and followed by the Company's responses
and proposed amended disclosure. We have included page numbers to refer to the location in the 10-K where the language addressing the
comments appears. Capitalized terms used but not otherwise defined herein have the same meanings set forth in the 10-K.

 Form
10-K for 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.

 Response :
In response to the Staff's comment, we propose to make the following amendments:

 (a) In
 Item 1. Business, under "Overview", we propose to add the following disclosure
 before the current first paragraph:

 "INNO
HOLDINGS INC. ("INNO," "we," "us," or the "Company") is a holding company incorporated
in the State of Texas with no material operations of our own and not a Hong Kong operating company. Our operations are currently conducted
in Hong Kong through our wholly owned Hong Kong subsidiaries. Under this holding company structure, investors in our common stock are
purchasing equity interests in the Texas holding company. This holding company structure involves unique risks to investors and investors
may never hold equity interests directly in our Hong Kong operating subsidiaries. PRC regulatory authorities could disallow our structure
which, in turn, would likely result in a material change in our operations or the value of our securities. In such an event, the value
of our common stock you invest in could significantly decline or become worthless. We may also be subject to penalties and sanctions
imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission (the "CSRC"), if we fail to
comply with such rules and regulations, which would likely adversely affect the ability of the Company's securities to continue
to trade on Nasdaq, which would likely cause the value of our securities to significantly decline or become worthless. For a detailed
description of the risks facing the Company associated with our operations in Hong Kong, please refer to " Item 1A. Risk Factors-Risks
Related to Our Operations in Hong Kong ."

 1

 Additionally,
our holding company structure may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts
against our subsidiaries, primarily our Hong Kong operating subsidiaries, or to effect service of process on the officers and directors
managing the foreign subsidiaries.

 We
have not had and do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest
entity (" VIE ") structure with any entity."

 (b) We
 also propose to add a sub-section under Item 1A. Risk Factors, entitled " Risks
 Related to Our Operations in Hong Kong ", to be cross-referenced and address risks
 related to our operations in Hong Kong. For more details on these added risk factors, please
 see below our response to Question 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.

 Response :
In response to the Staff's comment, we propose to make the following amendments:

 (a) In
 Item 1. Business, under "Overview", we propose to add the following disclosure
 in the last paragraph:

 "Our
holding company corporate structure and the fact that our operations are all conducted through our Hong Kong operating subsidiaries subject
investors to legal and operational risks associated with us being based in Hong Kong. Hong Kong's legal and regulatory framework,
including its evolving relationship with the PRC government as a special administrative region of the PRC, may result in changes to laws,
regulations or policies that could materially and adversely affect our business, financial condition and results of operations. The PRC
government may intervene or influence our 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 our operations, financial condition and results
of operations and/or the value of our securities. Any such actions by the PRC government could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline
or become worthless. For a detailed description of the risks, uncertainties and challenges associated with our operations in Hong Kong,
see ‘ Item 1A. Risk Factors-Risks Related to Our Operations in Hong Kong .'"

 (b) In
 Item 1A. Risk Factors, under our proposed newly added subsection "Risks Related to
 Our Operations in Hong Kong", we propose to add a number of risk factors set forth
 on Exhibit A of this response. In particular, we propose to include the following
 risk factors specifically addressing our holding company structure, the risks and uncertainties
 associated with the PRC government's enforcement of laws, and the PRC government's
 control over China-based issuers.

 2

 "We
are a Texas holding company with no material operations of our own and not a Hong Kong operating company. Our operations are conducted
in Hong Kong primarily through our wholly-owned Hong Kong operating subsidiaries. There are legal and operational risks associated with
our corporate structure as well as being based in and having the majority of our operations in Hong Kong.

 We
are a Texas holding company with no material operations of our own and not a Hong Kong operating company. Our operations are conducted
primarily in Hong Kong through our wholly-owned Hong Kong operating subsidiaries. Our stockholders own equity interests in only our Texas
holding company, instead of securities of the operating entities in Hong Kong. Although Hong Kong maintains a distinct legal and regulatory
system from mainland China, it is a special administrative region of the People's Republic of China, and is subject to certain
political and regulatory developments in China. As a result, changes in the laws, regulations, or policies of the PRC government, or
their interpretation and enforcement, could impact our operations in Hong Kong. Accordingly, we are still subject to certain legal and
operational risks associated with business operations in China and the Chinese regulatory authorities could disallow our holding corporate
structure, which could cause the value of our securities to significantly decline or become worthless.

 A
portion of our assets are located in Hong Kong and all of our officers and directors reside either in mainland China or in Hong Kong.
As a result, it may be difficult for stockholders to enforce any judgment obtained in the United States against us, our officers or directors,
which may limit the remedies otherwise available to our stockholders .

 A
portion of our assets are located in Hong Kong. Moreover, our current directors and officers are Chinese nationals and currently reside
in mainland China and/or Hong Kong. All or a substantial portion of their assets are located outside the United States. As a result,
it may be difficult for our stockholders to effect service of process within the United States upon our subsidiaries or any individuals.
In addition, there is uncertainty as to whether the courts of Hong Kong or the PRC would recognize or enforce judgments of U.S. courts
obtained against us or our officers and/or directors predicated upon the civil liability provisions of Hong Kong against us or such persons
predicated upon the securities laws of the United States or any state thereof. It is unclear if extradition treaties now in effect between
the United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties under
the United States Federal securities laws or otherwise.

 PRC
regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or
a material change in the value of our common stock and could cause the value of our common stock to significantly decline or become worthless .

 Our
holding company structure involves unique risks to investors and investors may never hold equity interests in our Hong Kong operating
subsidiaries. We are a Texas holding company incorporated with no material operations of our own and not a Hong Kong operating company.
Our operations are conducted primarily in Hong Kong through our wholly-owned Hong Kong operating subsidiaries. PRC regulatory authorities
could disallow our holding corporate structure which, in turn, would likely result in a material change in our operations or the value
of our common stock. In such an event, the value of our common stock you invest in could significantly decline or become worthless.

 Laws
regulating foreign investment in China include the PRC Foreign Investment Law effective from January 1, 2020, and the Regulation on Implementing
the PRC Foreign Investment Law, or the Implementation Regulations, effective from January 1, 2020. The PRC Foreign Investment Law specifies
that foreign investments shall be conducted in line with the "negative list" to be issued or approved to be issued by the
State Council. Our holding company structure involves unique risks to investors and investors may never hold equity interests in our
Hong Kong operating subsidiaries. We are a Texas holding company incorporated with no material operations of our own and not a Hong Kong
operating company. Our operations are conducted primarily in Hong Kong through our wholly-owned Hong Kong operating subsidiaries. PRC
regulatory authorities could disallow our holding corporate structure which, in turn, would likely result in a material change in our
operations or the value of our common stock. In such an event, the value of our common stock you invest in could significantly decline
or become worthless.

 3

 Laws
regulating foreign investment in China include the PRC Foreign Investment Law effective from January 1, 2020, and the Regulation on Implementing
the PRC Foreign Investment Law, or the Implementation Regulations, effective from January 1, 2020. The PRC Foreign Investment Law specifies
that foreign investments shall be conducted in line with the "negative list" to be issued or approved to be issued by the
State Council. While we do not operate in an industry that is currently subject to foreign investment restrictions or prohibition in
China, it is uncertain whether our industry will be named in an updated "negative list" to be issued in the future. If our
industry is added to the "negative list" or if the PRC regulatory authorities otherwise decide to limit foreign ownership
in our industry, there could be a risk that we would be unable to do business in China as we are currently structured. If any new laws
and/or regulations on foreign investments in China are promulgated and implemented, such changes could have a significant impact on our
current corporate structure, which in turn could have a material adverse impact on our business and operations, our ability to raise
capital and the market price of our common stock. In such event, despite our efforts to restructure to comply with the then applicable
PRC laws and regulations in order to continue our operations in mainland China, we may experience material changes in our business and
results of operations, our attempts may prove to be futile due to factors beyond our control, and the value of the common stock you invest
in may significantly decline or become worthless.

 If
any new laws and/or regulations on foreign investments in the PRC are promulgated and implemented and become applicable to our operations,
such changes could have a significant impact on our current corporate structure, which in turn could have a material adverse impact on
our business and operations, our ability to raise capital and the market price of our common stock. In such event, despite our efforts
to restructure to comply with the then applicable PRC laws and regulations in order to continue our operations in Hong Kong, we may experience
material changes in our business and results of operations, our attempts may prove to be futile due to factors beyond our control, and
the value of the common stock you invest in may significantly decline or become worthless.

 There
are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

 All
of our current operations are conducted in Hong Kong, and are governed by PRC laws, rules and regulations applicable to the Hong Kong
special administrative region. We are subject to laws, rules and regulations applicable to foreign investment in China. There are prominent
legal and operational uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations that are associated
with our operations being in Hong Kong. For example, we may face heightened scrutiny, criticism and negative publicity, which could result
in a material change