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 May 4, 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 completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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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 in our operations and the value of our common stock. It could also significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 

 

 

 
 4 
 
 

 

 We
are subject to risks arising from the legal system in China where there are risks and uncertainties regarding the enforcement of laws
including where the Chinese government can change the rules and regulations in China and Hong Kong, including the enforcement and interpretation
thereof, at any time with little to no advance notice and can intervene at any time with little to no advance notice. There are also
risks that the Chinese 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. Changes in Chinese internal regulatory mandates, such as the M&A rules,
Anti-Monopoly Law, and Data Security Law, may target the Company's corporate structure and impact our ability to conduct business
in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By way of example, the PRC government initiated
a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly
enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity
Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information
infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.
On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments
("Draft Measures"), which required that, in addition to "operator of critical information infrastructure," any
"data processor" carrying out data processing activities that affect or may affect national security should also be subject
to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant
activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen,
leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important
data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.
The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must
now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information
could be "affected, controlled, and maliciously exploited by foreign governments," The cybersecurity review will also investigate
the potential national security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments,
issued the New Measures for Cybersecurity Review (the "New Measures") on January 4, 2022. The New Measures amends the Draft
Measures released on July 10, 2021 and became effective on February 15, 2022. The business of our subsidiaries is not subject to cybersecurity
review with the Cyberspace Administration of China, or CAC, given that: (i) we do not have one million individual online users of our
products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition,
we are not subject to merger control review by China's anti-monopoly enforcement agency due to the level of our revenues which
provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control
of, or decisive influence over, any company with revenues within China of more than Renminbi ("RMB") 400 million. Currently,
these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments
and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly
uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or
detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws
and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.
or other foreign exchange." 

 

 

 
 
 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. 
 
 

 

 Response :
We propose to revise the disclosure throughout the 10-K to (a) clarify that references to "we," "our," or "the
Company" are made to Inno Holdings Inc., the Texas holding company, instead of our operating subsidiaries in Hong Kong; (b) clarity
that investors are purchasing interest in the holding company instead of our operating subsidiaries; and (c) refrain from using terms
such as "we" or "our" when describing activities or functions of a subsidiary or other entity. 

 

 In
particular, on page ii of the 10-K, under "Use of Certain Defined Terms", we propose to define the "Company,"
"INNO," the "registrant," "we," "our," or "us" to mean "INNO HOLDINGS
INC., the holding company of our group and a holding company incorporated in the State of Texas without operations of its own." 

 

 In
other places, we propose to reference "our Hong Kong operating subsidiaries" instead of "we" or "our"
when we substantively discuss our business, operations, products, customers, suppliers, and all other aspects of our operations that
are not conducted at the holding company level. For example, in Item 1. Business, under "Our Products", we propose the following
amended disclosure: 

 

 

 
 5 
 
 

 

 "Our
Hong Kong Operating Subsidiaries' Products 

 

 Recycled
consumer electronic devices 

 

 The
recycled consumer electronic devices offered by our Hong Kong operating subsidiaries include smartphones (various models of iPhone) and
tablets (various models of iPad). For the years ended September 30, 2025, revenues generated from recycled iPhones accounted for 100%
of our revenue. 

 

 Our
Hong Kong operating subsidiaries expect to expand their products into more categories in the future including but not limited to laptops,
such as MacBook, and other accessories, such as smartwatches and headphones." 

 

 In
addition, as mentioned in our response to Question 1, we propose to also prominently disclose in Item 1. Business, under "Overview",
that "under this holding company structure, investors in our common stock are purchasing equity interests in the Texas holding
company." 

 

 

 
 
 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. 
 
 

 

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

 

 
 (a) In
 Item 1. Business, we propose to add the following disclosure: 

 

 " Transfer
of Cash within Our Group 

 

 We
hold all of the equity interests in our Hong Kong operating subsidiaries directly. As we have a direct equity ownership structure, we
have not had and do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure
with any entity. 

 

 Within
our direct equity ownership structure, funds from foreign investors can be directly transferred to our Hong Kong subsidiaries by way
of capital injection or in the form of a shareholder loan from the Company following any of our securities offerings in the U.S. As a
holding company, we may rely on dividends and other distributions on equity paid by our Hong Kong operating subsidiaries for our cash
and financing requirements. We are permitted under the laws of Texas and our charter documents to provide funding to our Hong Kong operating
subsidiaries incorporated in Hong Kong through loans and/or capital contributions. Our Hong Kong operating subsidiaries are permitted
under the laws of Hong Kong to issue cash dividends to us without limitation on the size of such dividends, subject to availability of
distributable profits. However, if our Hong Kong subsidiaries incur debt on their own behalf, the instruments governing such debt may
restrict their ability to pay dividends. As of the date of this report, the Company made certain transfers to our Hong Kong operating
subsidiaries and neither of the Company's Hong Kong operating subsidiaries has encountered difficulties or limitations with respect
to their respective abilities to transfer cash between each other. As of the date of this report, our Hong Kong operating subsidiary
does not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. See "Item
1A. Risk Factors-Risks Related to Our Operations in Hong Kong-Because our holding company structure creates restrictions
on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited" and "Item
1A. Risk Factors-Risk Related to Our Operations in Hong Kong-Our Hong Kong subsidiary may be subject to restrictions on paying
dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay
dividends to holders of our common stock. Because our holding company structure creates restrictions on the payment of dividends or other
cash payments, our ability to pay dividends or make other payments is limited" for more details. There can be no assurances
that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong. Any restrictions, prohibitions, interventions
or limitations by the PRC government on the ability of the Company or our Hong Kong subsidiary to transfer cash or assets in or out of
Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong. For additional
information, see the Company's consolidated financial statements and notes thereto beginning on page F-1. 

 

 

 
 6 
 
 

 

 As
of the date of this report, we have not distributed any earnings, nor do we have any plan to distribute earnings in the foreseeable future.
As of the date of this report, our Hong Kong operating subsidiaries have not made any dividends or distributions to the Company and the
Company has not made any dividends or distributions to the Company's shareholders or U.S. investors. We intend to keep any future
earnings to finance business operations, and does not anticipate that any cash dividends will be paid in the foreseeable future." 

 

 
 (b) In
 Item 1A. Risk Factors, under the proposed new section "Risks Related to Our Operations
 in Hong Kong", we propose to add the following disclosure: 

 

 "Because
our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or
make other payments is limited. 

 

 We
are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries apart from our capital raises
at the holding company level. We conduct no other business and, as a result, we depend upon our Hong Kong operating subsidiaries'
earnings and cash flow to meet cash and financing requirements. If we decide in the future to pay dividends or make other payments, as
a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from
our operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or
otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service,
appropriation to reserves prescribed by laws and regulations, covering losses in previous years, restrictions on the conversion of local
currency into U.S. dollars or other hard currency, completion of relevant procedures with governmental authorities or banks and other
regulatory restrictions. Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only
out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested
enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends.
In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards
its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable
as cash dividends. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of any of these currencies
into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.
See also " Item 1. Business-Transfers of Cash within Our Group " for more details. We do not presently have any
intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving
dividends in future periods. 

 

 Our
Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability
to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock. 

 

 Our
Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability
to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock. 

 

 As
a Texas holding company listed in the United States, we rely on dividends and other distributions from our Hong Kong subsidiaries for
our cash and financing requirements, including funding U.S. dollar–denominated obligations and servicing any debt we may incur.
We have also conducted recent equity offerings in the United States with proceeds denominated in U.S. dollars, and accordingly depend
on the ability to transfer funds between jurisdictions. Although our operations are conducted primarily in Hong Kong, Hong Kong is a
special administrative region of the PRC, and there is a possibility that PRC regulatory authorities could in the future impose restrictions
on the transfer of cash out of Hong Kong or otherwise limit our ability to deploy such cash within our business or to make dividend payments.
Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or
other distributions to our stockholders. 

 

 

 
 7 
 
 

 

 Current
PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits
upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards
and regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any,
to fund certain reserve funds until the total amount set aside reaches 50% of their registered capital. Furthermore, if PRC subsidiaries
and their subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to
pay dividends or make other payments to a foreign parent company, which may in turn restrict our ability to satisfy our liquidity requirements.
If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely on payments from
our Hong Kong subsidiary would be adversely affected. 

 

 In
addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that a withholding tax rate
of 10% will generally apply to dividends payable by PRC entities to non-PRC-resident enterprises, unless otherwise exempted or reduced
pursuant to applicable tax treaties or arrangements." 

 

 

 
 
 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. 
 
 

 

 Response :
In response to the Staff's comment, we propose to include the following Enforceability section in Item 1. Business: 

 

 "Enforcement
of Civil Liabilities 

 

 We
are incorporated under the laws of the State of Texas. Substantially all of our assets are located in Hong Kong. Moreover, our current
directors and officers are all Chinese nationals and currently reside in mainland China and/or Hong Kong. As a result, it may be difficult
for investors to effect service of process within the United States upon us or our Officers or Directors or to enforce against him/her
or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. The recognition and enforcement of foreign judgments are subject to compliance
with the PRC Civil Procedures Law and relevant civil procedure requirements in PRC. PRC courts may recognize and enforce foreign judgments
in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment
is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States
that provide for the reciprocal recognition and enforcement of foreign judgments, including judgments based on United Stated federal
securities laws, whether against the Company or its directors or officers,. In addition, according to the PRC Civil Procedures Law, courts
in China will not enforce a foreign judgment against the Company or its directors and officers if they decide that the judgment violates
the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what
basis a PRC court would enforce a judgment rendered by a court in the United States. Service of process may be made on the Company in
the State of Texas, where the Company is incorporated, by following Texas state law regarding service of process on Texas based companies. 

 

 Hong
Kong 

 

 There
is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our
directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state
in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon
the securities laws of the United States or any state in the United States. 

 

 

 
 8 
 
 

 

 A
judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common
law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder and then seeking summary judgment on the
strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money
(not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive
on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained
by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition
would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the
judgment was in conflict with a prior Hong Kong judgment. 

 

 Hong
Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the
enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated
solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. 

 

 PRC 

 

 There
is uncertainty as to whether the courts of the PRC would (a) recognize or enforce judgments of U.S. courts obtained against us or our
directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or
the securities laws of any state in the United States, and (b) entertain original actions brought in the PRC against us or our directors
or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United
States. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize
and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China
and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of
reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according
to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers
if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a
result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States." 

 

 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. 
 
 

 

 Response :
Please refer to our response in 2(b) to Question 2 above, and the proposed addition of "Risks Related to Our Operations in Hong
Kong" as set forth in Exhibit A hereof, in response to the Staff's comment. 

 

 

 
 9 
 
 

 

 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. 
 
 

 Response :
We respectfully acknowledge the Staff's comment and will revise our Liquidity and Capital Resources section in future filings to
provide consistent disclosures and to clearly state that our auditor has expressed substantial doubt about our ability to continue as
a going concern. 

 

 In
particular, we propose to add the following disclosure to consistently disclose the doubt about our ability to continue as a going concern,
our management's plan, the potential impact on our ability to raise additional funds, and our estimated material cash requirements
for the next twelve months in response to the Staff's comment: 

 

 
 (a) In
 the current "Liquidity and Capital Resources" section in Item 7. Management's
 Discussion and Analysis of Financial Condition and Results of Operation, we propose to disclose: 

 

 " Going
Concern 

 

 As
disclosed in the notes to our consolidated financial statements, our independent registered public accounting firm has expressed substantial
doubt about our ability to continue as a going concern. This determination is based on our recurring losses from operations, negative
cash flows and current liquidity position. These conditions raise substantial doubt about our ability to continue as a going concern
within the twelve (12) months after the date that our financial statements are issued. Our management has evaluated plans to alleviate
these conditions, including (i) seeking additional capital through equity or debt financings; (ii) pursuing strategic investments or
partnerships; (iii) improving operating cash flows through cost control measures and operational efficiencies; and (iv) exploring other
financing alternatives . Based on our management's current operating plan, we expect to incur material cash requirements over the
next twelve (12) months to fund our operations and will require additional capital to meet such requirements. However, there can be no
assurance that such plans will be successfully implemented or will be sufficient to mitigate the conditions described above. 

 

 The
existence of substantial doubt about our ability to continue as a going concern may adversely affect our ability to obtain additional
financing on acceptable terms, or at all, as potential investors and lenders may view our financial condition as high risk. As a result,
any financing that may be available to us could be on terms that are significantly dilutive to existing stockholders, contain restrictive
covenants or otherwise limit our operational or financial flexibility. In addition, if we are unable to secure adequate funding, we may
be required to reduce or delay operating activities, scale back growth initiatives, defer capital expenditures, or otherwise modify our
operations, any of which could materially and adversely affect our business, financial condition and results of operations." 

 

 
 (b) In
 Item 1A. Risk Factors, under "Risks Related to Our Business and Operations",
 we propose to add the following risk factor: 

 

 "Without
obtaining adequate capital funding or improving our financial performance, we may not be able to continue as a going concern. 

 

 Our
recurring losses from operations and negative cash flows raise substantial doubt about our ability to continue as a going concern without
additional capital-raising activities. As disclosed in the notes to our consolidated financial statements, our independent registered
public accounting firm has expressed substantial doubt about our ability to continue as a going concern. The existence of substantial
doubt about our ability to continue as a going concern may adversely affect our ability to obtain additional financing on acceptable
terms, or at all, as potential investors and lenders may view our financial condition as high risk. As a result, any financing that may
be available to us could be on terms that are significantly dilutive to existing stockholders, contain restrictive covenants or otherwise
limit our operational or financial flexibility. In addition, if we are unable to secure adequate funding, we may be required to reduce
or delay operating activities, scale back growth initiatives, defer capital expenditures, or otherwise modify our operations, any of
which could materially and adversely affect our business, financial condition and results of operations." 

 

 We
thank the Staff for its review of the foregoing. If you have any questions or further comments regarding this matter, please do not hesitate
to contact our counsel, Huan Lou, Esq. at McCarter & English, LLP at hlou@mccarter.com or by telephone at 212-609-6836. 

 

 

 
 
 
 Very
 truly yours, 
 
 
 
 
 
 /s/
 Ding Wei 
 
 
 Ding
 Wei 
 
 
 Chief
 Executive Officer 
 
 
 Inno
 Holdings Inc. 
 
 

 
 
 cc: 
 Huan
 Lou, Esq. 
 
 
 McCarter
 & English, LLP 
 
 

 

 
 10 
 
 

 

 

 EXHIBIT
A 

 

 Risks
Related to 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
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. 

 

 

 
 11 
 
 

 

 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 in our operations and the value of our common stock. It could also significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 

 

 

 
 12 
 
 

 

 We
are subject to risks arising from the legal system in China where there are risks and uncertainties regarding the enforcement of laws
including where the Chinese government can change the rules and regulations in China and Hong Kong, including the enforcement and interpretation
thereof, at any time with little to no advance notice and can intervene at any time with little to no advance notice. There are also
risks that the Chinese 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. Changes in Chinese internal regulatory mandates, such as the M&A rules,
Anti-Monopoly Law, and Data Security Law, may target the Company's corporate structure and impact our ability to conduct business
in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By way of example, the PRC government initiated
a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly
enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity
Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information
infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.
On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments
("Draft Measures"), which required that, in addition to "operator of critical information infrastructure," any
"data processor" carrying out data processing activities that affect or may affect national security should also be subject
to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant
activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen,
leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important
data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.
The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must
now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information
could be "affected, controlled, and maliciously exploited by foreign governments," The cybersecurity review will also investigate
the potential national security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments,
issued the New Measures for Cybersecurity Review (the "New Measures") on January 4, 2022. The New Measures amends the Draft
Measures released on July 10, 2021 and became effective on February 15, 2022. The business of our subsidiaries is not subject to cybersecurity
review with the Cyberspace Administration of China, or CAC, given that: (i) we do not have one million individual online users of our
products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition,
we are not subject to merger control review by China's anti-monopoly enforcement agency due to the level of our revenues which
provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control
of, or decisive influence over, any company with revenues within China of more than Renminbi ("RMB") 400 million. Currently,
these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments
and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly
uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or
detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws
and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.
or other foreign exchange. 

 

 Substantial
uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations
could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations
and financial condition. 

 

 While
Hong Kong currently operates under a separate legal framework from mainland China, there remains the possibility that Hong Kong's
legal framework will become more closely aligned with the legal framework of mainland China, including their interpretation, implementation,
and enforcement. Changes to Hong Kong's legal or regulatory frameworks may be introduced with limited or no advance notice. Our
operations may also be influenced by the current and future political and regulatory environment in mainland China. Should regulatory
requirements from mainland China be extended to Hong Kong-based companies such as ours, this could create uncertainty regarding potential
future restrictions on capital flows, foreign listings, or operational requirements. Such developments may affect various aspects of
our business, including taxation, import and export controls, healthcare and environmental regulations, land use, and property ownership
rights. We may also face increased compliance obligations, operational disruptions, or limitations on our ability to access international
capital markets. As a result, our business, financial condition, results of operations, the value of our securities, and our ability
to offer or continue to offer securities to investors may be materially and adversely affected. 

 

 Accordingly,
government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic
conditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer
securities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any
such actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and
could render our securities and your investment in our securities worthless. 

 

 

 
 13 
 
 

 

 There
are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to,
the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in
the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government
begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign
investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although
the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations
may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new,
and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws
and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also
be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 40 years
in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts that provide interpretations
of laws and regulations and decide contractual disputes and issues may change their interpretation or enforcement very rapidly with little
advance notice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses
with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and
regulations and changes of existing laws, as well as, may cause possible problems to foreign investors. 

 

 Although
the PRC government has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant
control over economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary
policy and imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue
to pursue policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the
event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life
in the PRC.	 

 

 There
remain uncertainties as to whether we will be required to obtain approvals from the PRC authorities to offer securities in the U.S. in
the future, and if required, we cannot assure you that we will be able to obtain such approval. We or our subsidiaries may become subject
to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any
failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition
and results of operations and may hinder our ability to offer or continue to offer our common stock to investors and cause the value
of our common stock to significantly decline or be worthless. 

 

 Although
we have no operations in mainland China as our operating subsidiaries are in Hong Kong, nor do we have plan to expand our business to
mainland China in foreseeable future, our business operations may be adversely affected by the current and future political environment
in mainland China. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the
Chinese economy through regulation and state ownership. The PRC legal system is evolving rapidly and the PRC laws, regulations, and rules
may change quickly with short notice. In particular, because these laws, rules and regulations are relatively new, and because of the
limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules and
regulations may contain inconsistencies, the enforcement of which involves uncertainties. 

 

 On
June 10, 2021, the Standing Committee of the National People's Congress enacted the PRC Data Security Law, which took effect on
September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose
of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for
data security. 

 

 On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws. 

 

 

 
 14 
 
 

 

 On
August 20, 2021, the 30 th meeting of the Standing Committee of the 13 th National People's Congress voted
and passed the "Personal Information Protection Law of the People's Republic of China" (the " PIPL "),
which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information
of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of
providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural
persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. Pursuant to
the PIPL, personal data processors (" data processors ") shall meet one of the conditions in order to transmit personal
information overseas for their business operations: (i) passing the security evaluation organized by the Cyberspace Administration of
China (the " CAC "); (ii) acquiring personal information protection certification from the professional organizations
regulated by the CAC; (iii) adopting the standard contract forms stipulated by the CAC when entering into contracts with overseas information
receivers, setting forth the rights and obligations of the parties; and (iv) other conditions regulated by laws, regulations and the
CAC. Prior to the cross-border provision of personal information of the natural persons, personal information processors shall obtain
the approval of the corresponding natural persons and advise them of the overseas receiver's name, contact information, processing
purpose and methods, classification of personal information and information reception procedures, etc. 

 

 On
December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took
effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity
Review (2021) stipulates that in addition to "operator of critical information infrastructure," any "data processor"
carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and
further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among
others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally
used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large
amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. CAC has said
that under the proposed rules companies holding data on more than one million users must apply for cybersecurity approval when seeking
listings in other nations because of the risk that such data and personal information could be "affected, controlled, and maliciously
exploited by foreign governments." The cybersecurity review will also investigate the potential national security risks from overseas
IPOs. 

 

 On
December 24, 2021, the China Securities Regulatory Commission (" CSRC "), together with other relevant government authorities
in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies
(Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments)
(" Draft Overseas Listing Regulations "). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise
seeking to issue and list its shares overseas (" Overseas Issuance and Listing ") shall complete the filing procedures
of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. 

 

 Where
an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas
enterprise (" Overseas Issuer ") on the basis of the equity, assets, income or other similar rights and interests of
the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (" Indirect Overseas
Issuance and Listing ") under the Draft Overseas Listing Regulations. 

 

 On
February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(the " Trial Administrative Measures "), which came into effect on March 31, 2023. Compared to the Draft Overseas Listing
Regulations, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the "indirect
overseas offering and listing by PRC domestic companies" shall comply with the principle of "substance over form" and
particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following
criteria are met at the same time: a) 50% or more of the issuer's operating revenue, total profits, total assets or net assets
as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic
companies, and b) the main parts of the issuer's business activities are conducted in mainland China, or its main places of business
are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens
or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures
and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided
the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities
markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform
the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas
securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required
if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the
Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas,
the issuers' obligation to comply with national security measures and the personal data protection laws, and certain other matters
such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial
public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change
of control and voluntary or forced delisting, after its overseas offering and listing. 

 

 

 
 15 
 
 

 

 We
do not have any operation in mainland China as we conduct all our business and operations through our operating subsidiaries based in
Hong Kong. As such, our management believes that we and our operating subsidiary will not be deemed to be an "operator of critical
information infrastructure" or an "data processor" carrying out data processing activities, and we do not expect to
be subject to cybersecurity review by the CAC for this Offering, given that (i) we conduct our operations through our operating subsidiaries
in Hong Kong; (ii) our Hong Kong subsidiaries do not place any reliance on collection and processing of any personal information to maintain
its business operation; (iii) data processed in the business of our Hong Kong subsidiaries should not have a bearing on national security
nor affect or may affect national security; (iv) all of the data our operating subsidiary has collected is stored in servers located
in Hong Kong; and (v) as of the date hereof, neither we nor our operating subsidiary has been informed by any PRC governmental authority
of being classified as "operator of critical information infrastructure" or "data processor" that is subject
to CAC cybersecurity review or a CSRC review. 

 

 Our
management is also of the view that our Hong Kong subsidiaries in Hong Kong are not required to obtain any permissions or approvals from
Hong Kong authorities nor any PRC authorities to issue our common stock in the U.S. through public or private offerings in the U.S.,
including the CAC or the CSRC for the following reasons: (i) we are headquartered in Hong Kong with no operation in mainland China; (ii)
we are not controlled by any companies or individuals of Mainland China; (iii) we only operate in Hong Kong, all of our revenues and
profits are generated by our Hong Kong subsidiaries in Hong Kong, and we have not generated revenues or profits from Mainland China;
(iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any
entity in mainland China; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law,
PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to
laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). As of the date hereof,
neither the CAC, the CSRC nor any other PRC regulatory agency or administration has contacted us in connection with our operations. 

 

 However,
given the uncertainties arising from the legal systems in mainland China and Hong Kong, including uncertainties regarding the interpretation
and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore
holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and the scope of enforcement
of the Trial Administrative Measures, the PIPL, and other relevant PRC data privacy, cybersecurity laws and regulations. It is uncertain
how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed
implementations and interpretations will be modified or promulgated, if any. It is also uncertain and unpredictable what the potential
impacts of any such modified or new laws and regulations will have on the daily business operations of our operating subsidiary and the
listing of our common stock. As the Trial Administrative Measures are recently issued, there remains uncertainty as to how it will be
interpreted or implemented. Therefore, we cannot assure you that when and whether we will be subject to such filing requirements in the
future, or will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the abovementioned
situations that prohibits overseas listing and offering applies to us. 

 

 We
are currently not required to obtain permissions or approvals from the PRC authorities to operate our business or list on the U.S. exchanges
and offer securities. Specifically, we are currently not required to obtain any permissions or approvals from the CSRC, the CAC or any
other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities
to foreign investors. However, we cannot assure you that we will not be subject to the regulation of relevant PRC regulatory authorities
in the future. Nor can we guarantee that we will continue to comply with potential additional requirements, if any, in a timely manner.
There remains uncertainty as to how the Measures for Cybersecurity Review (2021) will be interpreted or implemented. We may fall short
of our current understanding of relevant PRC government requirements. If we were deemed as an "operator of critical information
infrastructure" or a "data processor" controlling personal information of no less than one million users under the
Measures, or if other regulations promulgated in relation to the Measures are later deemed to be applicable to us, then our business
operations and the listing of our common stock. could be subject to potential cybersecurity reviews by the CAC. In the event that we
are subject to any such mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether
any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we could be further required
to suspend our relevant business, shut down our website, or face other kinds of penalties that could materially and adversely affect
our business, financial condition, and results of operations. 

 

 

 
 16 
 
 

 

 Furthermore,
if the Trial Administrative Measures, the Measures for Cybersecurity Review (2021), and the PIPL become applicable to us, our operation
and the listing of our common stock could be subject to the CAC's cybersecurity review or the CSRC Overseas Issuance and Listing
review in the future. If the applicable laws, regulations, or interpretations change and our operating subsidiary become subject to the
CAC or CSRC review, we cannot assure you that our operating subsidiary will be able to comply with the regulatory requirements in all
respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory
authorities. Compliance with these laws and regulations could significantly increase our operating costs, require significant changes
to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which
we may operate in the future. If there was such significant change to the current political arrangements between Mainland China and Hong
Kong, or any changes in the PRC laws, regulations, or interpretation or applicability of existing laws, and/or if we were required to
obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange
outside of the PRC, it is uncertain how long it would take for us to obtain such approval, and, even if we obtained such approval, the
approval could be rescinded. Any failure to obtain or delay in obtaining the necessary permissions from the PRC authorities to conduct
offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could
include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into
Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer our common stock and list
on a U.S. Stock Exchange, and the value of our common stock may significantly decline or be worthless, our business, reputation, financial
condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also
may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our common stock.
In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals
for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain
such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect
on the trading price of our securities. 

 

 Compliance
with Hong Kong's Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations
and governmental orders may entail significant expenses and could materially affect our and our operating subsidiary's business. 

 

 Although
we and our subsidiaries are not subject to cybersecurity review by the CAC nor any other PRC authorities for this Offering or required
to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities
for our and our subsidiaries' operations Hong Kong, because all of our operations take place in Hong Kong, we are subject to a
variety of laws and other obligations regarding data privacy and protection in Hong Kong. 

 

 In
particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (" PDPO ") imposes a duty on
any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data
which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall
take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss,
or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is
or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest.
The PDPO also confers on the Privacy Commissioner for Personal Data (" Privacy Commissioner ") power to conduct investigations
and institute prosecutions. The data protection principles (collectively, the " DPP "), which are contained in Schedule
1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further
compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and
in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data
should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the
data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter
alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;
(b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they
consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending
on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission
to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a
contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit
to do so. 

 

 

 
 17 
 
 

 

 We
believe that we have been in compliance with all material data privacy and personal information requirements of the PDPO, and we have
maintain appropriate internal processes to ensure continuing compliance with such requirements. Moreover, we do not expect to be subject
to any cybersecurity review by Hong Kong and PRC government authorities for this Offering. However, if we or our Hong Kong subsidiaries
conducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or
criminal prosecution, which could adversely affect our business, financial condition, and results of operations. 

 

 We
face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to
conduct in Hong Kong and the profitability of such business. 

 

 The
mainland Chinese government has significant oversight, discretion and control over the manner in which companies incorporated under the
laws of mainland China must conduct their business activities. We currently operate in Hong Kong which has a separate legal framework
from that of mainland China. However, since Hong Kong is a special administrative region of China, there can be no assurance as to whether
the government of Hong Kong will enact laws and regulations similar to mainland China, or whether any laws or regulations of mainland
China will become applicable to our operations in Hong Kong in the future, which could be at any time and with no advance notice. Therefore,
the legal and operational risks associated with operating in China also apply to operations in Hong Kong. If we were to become subject
to such oversight, discretion and control, including over overseas offerings of securities and/or foreign investments, it may result
in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of our securities to significantly decline, which would materially affect the interests of the investors. 

 

 We
conduct our operations and generate our revenue in Hong Kong. Our major suppliers and customers are currently all located in Hong Kong
and China. Accordingly, economic, political and legal developments in the PRC will significantly affect our business, financial condition,
results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented economy subject to
plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects
on economic conditions in the PRC. While we believe that the PRC will continue to strengthen its economic and trading relationships with
foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this will
be the case. Our interests may be adversely affected by changes in policies by the PRC government, including: 

 

 

 
 
 
 ● 
 changes
 in laws, regulations or their interpretation; 
 
 
 ● 
 confiscatory
 taxation; 
 
 
 ● 
 restrictions
 on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise; 
 
 
 ● 
 expropriation
 or nationalization of private enterprises; and 
 
 
 ● 
 the
 allocation of resources. 
 
 

 

 

 
 18 
 
 

 

 The
Chinese government exerts substantial influence over the manner in which we must conduct our business activities . We are currently
not required to obtain approval from Chinese authorities to list on U.S. exchanges or conduct securities offerings in the U.S.. However,
to the extent that the Chinese government exerts more oversight and control over offerings conducted overseas and/or foreign investment
in China-based issuers over time and if we were required to obtain approval in the future and were denied permission from Chinese authorities
to list on U.S. exchanges, we will not be able to continue our listing on U.S. exchange and the value of our common stock may significantly
decline or become worthless, which would materially affect the interest of the investors. 

 

 Given
the Chinese government's significant oversight and discretion over the conduct and operations of our business as we operate primarily
in Hong Kong, a special administrative region of the PRC, any intervention, influence or control by the Chinese government may have a
material impact on our business and on the value of our securities. The Chinese government may intervene or influence our operations
at any time, and such intervention, influence, supervision or control could result in a material change in our operations and/or the
value of our securities. In addition, recent statements by the Chinese government indicate an intent to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers, and any such action 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. 

 

 Regulatory
authorities in mainland China continue to play a significant role in overseeing various sectors of Hong Kong's economy through
laws, regulations, and state involvement and ownership. While we are based in Hong Kong and operate under its separate legal system,
future changes in local laws and regulations-including those related to taxation, environmental compliance, land use, property rights,
and other areas-may impact our operations. The central or local governments of these jurisdictions may impose new, stricter regulations
or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance
with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support
recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest
ourselves of any interest we then hold in Chinese properties. 

 

 For
example, just days after Didi Global Inc. (NYSE: DIDI) completed its $4.4 billion IPO on June 30, 2021, the Chinese cybersecurity regulator
announced on July 2, 2021, that it had begun an investigation of Didi for failure to comply with data and cybersecurity laws and two
days later ordered that the company's app be removed from smartphone app stores. Eventually, on July 21, 2022, the CAC fined Didi
approximately $1.19 billion, and Didi formally delisted from the NYSE on June 13, 2022. 

 

 As
such, the Company's business segments may be subject to various government and regulatory interference in the provinces in which
they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal
agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws
and regulations or penalties for any failure to comply. The Company's operations could be adversely affected, directly or indirectly,
by existing or future laws and regulations relating to its business or industry. The Chinese government may, in the future, adopt or
implement new laws, regulations, or policies that could affect our operations, including those conducted in or through Hong Kong. Any
such regulatory changes or interventions could materially impact our business activities and the value of our common stock. Recent public
statements by PRC authorities suggest increased oversight of overseas offerings by companies with ties to China or Hong Kong. If such
measures are implemented, they could limit or prevent our ability to raise capital in foreign markets, which may materially and adversely
affect the value or liquidity of our securities. 

 

 Furthermore,
it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges
or to conduct further securities offerings in the future, and even when such permission is obtained, whether it will be denied or rescinded.
Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission
and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by
existing or future laws and regulations relating to its business or industry. As a result, our common stock may decline in value dramatically
or even become worthless should we become subject to new requirement to obtain permission from the PRC government to list on U.S. exchanges
in the future. 

 

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which were available to the public on July 6, 2021. These
opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings
by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory
systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data
privacy protection. 

 

 

 
 19 
 
 

 

 In
April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review
Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure
must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10,
2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments ("Draft
Measures"), which required that, in addition to "operator of critical information infrastructure," any "data
processor" carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity
review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including,
among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and
illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large
amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace
Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for
cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be "affected,
controlled, and maliciously exploited by foreign governments," The cybersecurity review will also investigate the potential national
security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures
for Cybersecurity Review (the "New Measures") on January 4, 2022. The New Measures amends the Draft Measures released on
July 10, 2021 and became effective on February 15, 2022. 

 

 The
aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirement in the
future. While we believe that our operations have not been and are not affected by this, as these opinions were recently issued, official
guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot assure you that we
will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis,
or at all. 

 

 You
may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us
or our management or directors based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations
or collect evidence within China. 

 

 We
are a Texas holding company, and we conduct substantially all of our operations in Hong Kong, and substantially all of our assets are
located in Hong Kong. In addition, all of our directors and officers are Chinese nationals and currently reside in mainland China and/or
Hong Kong. As a result, it may be difficult for the stockholders outside of China, including U.S. stockholders, to effect service of
process upon us or those persons inside China. In addition, China does not have treaties providing for the reciprocal recognition and
enforcement of judgments of courts with the Cayman Islands, the United States and many other countries and regions. Therefore, recognition
and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding
arbitration provision may be difficult or impossible. 

 

 Stockholder
claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue
as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information
needed for stockholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities
in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to
implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the
Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the
PRC Securities Law, which took effect in March 2020, no overseas securities regulator is allowed to directly conduct investigation or
evidence collection activities within the territory of the PRC. Accordingly, without the consent of competent PRC securities regulators
and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities
to overseas parties. While neither detailed interpretations of, nor implementing rules under, Article 177 have been promulgated, the
inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further
increase difficulties faced by you in protecting your interests. 

 

 

 
 20 
 
 

 

 The
Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the
issuer's public accounting firm within three years. This three-year period was shortened to two upon the enactment of the Consolidated
Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the
U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities
regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist
our securities from applicable trading market within the US. 

 

 The
Holding Foreign Companies Accountable Act was signed into law on December 18, 2020, and requires Auditors of publicly traded companies
to submit to regular inspections every three years to assess such auditors' compliance with applicable professional standards .
 This three-year period was shortened to two upon the enactment of the Consolidated Appropriations Act, 2023. On September 22,
2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether
it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position
taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC adopted amendments to finalize rules implementing
the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an
annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the
PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. 

 

 On
December 16, 2021, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities
in mainland China and Hong Kong. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and
removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered
public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland
China and Hong Kong, among other jurisdictions. Our current auditor, JWF Assurance PAC, is based in Singapore and is subject to PCAOB
inspection. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms
in Singapore or mainland China and Hong Kong and we continue to use an accounting firm headquartered in these areas to issue an audit
report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified
Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not
be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we
would become subject to the prohibition on trading under the HFCAA, as amended by the Consolidated Appropriations Act, 2023, and our
securities may be delisted from Nasdaq as a result. 

 

 Furthermore,
we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering
the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCA Act,
as amended by the Consolidated Appropriations Act, 2023, that the PCAOB be permitted to inspect the issuer's public accounting
firm within two years, may result in the delisting of our securities from applicable trading markets in the U.S. in the future if the
PCAOB is unable to inspect our accounting firm at such future time. 

 

 According
to Article 177 of the Securities Law of the PRC ("Article 177"), overseas securities regulatory authorities are prohibited
from engaging in activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC,
and Chinese entities or individuals are further prohibited from providing documents and information in connection with securities business
activities to any organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council
and the competent departments of the State Council. As of the date of this Annual Report, we are not aware of any implementing rules
or regulations which have been published regarding application of Article 177. 

 

 

 
 21 
 
 

 

 We
believe Article 177 is only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection
by such authorities within the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation
on us such as an enforcement action by the Department of Justice, the SEC or other authorities, such agencies' activities will
constitute conducting an investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the
scope of Article 177. In that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation
with the securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation
mechanism with the securities regulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies
will succeed in establishing such cross-border cooperation in this particular case and/or establish such cooperation in a timely manner.
Furthermore, as Article 177 is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or
applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as
to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within
the territory of the PRC. 

 

 Adverse
regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory
scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance
requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject
us to additional disclosure requirements. 

 

 The
recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore,
may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition,
we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting
our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations
in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We
may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments,
and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner
or at all. 

 

 On
July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of
the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating
companies before their registration statements will be declared effective, including detailed disclosure related to whether the issuer
received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied
or rescinded. On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure
requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that
both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject
to tightened regulatory review and we could be exposed to government interference in China. 

 

 We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices
Act could have a material adverse effect on our business. 

 

 We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining
or retaining business. We will have operations, agreements with third parties and make sales in Hong Kong, which may experience corruption.
Our proposed activities may create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales
agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to
discourage these practices by our employees. Also, our existing practices and any future improvements may prove to be less than effective,
and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations
of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect
our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor
liability FCPA violations committed by companies in which we invest or that we acquire. 

 

 

 
 22 
 
 

 

 PRC
regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion
may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital
contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand
business. 

 

 Any
transfer of funds by us to our Hong Kong subsidiaries, either as a stockholder loan or as an increase in registered capital, may become
subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations
on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the
Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries
will be deemed a PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i) any foreign loan procured by our Hong
Kong subsidiaries will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and
(ii) our Hong Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and
registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People's
Bank of China Notice No. 9 ("PBOC Notice No. 9"). We may not be able to obtain these government approvals or complete such
registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries,
if required. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive
from our offshore financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect
our liquidity and ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution
that we can make to our Hong Kong subsidiaries. This is because there is no statutory limit on the amount of registered capital for our
Hong Kong subsidiaries, and we are allowed to make capital contributions to our Hong Kong subsidiaries by subscribing for their initial
registered capital and increased registered capital, provided that the Hong Kong subsidiaries complete the relevant filing and registration
procedures. 

 

 The
Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular
19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating
Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows
FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted
from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund
to provide loans to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are
interpreted to apply to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore
financing activities to fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies
may be limited, which may adversely affect our business, financial condition and results of operations. 

 

 Because
our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or
make other payments is limited. 

 

 We
are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries apart from our capital raises
at the holding company level. We conduct no other business and, as a result, we depend upon our Hong Kong operating subsidiaries'
earnings and cash flow to meet cash and financing requirements. If we decide in the future to pay dividends or make other payments, as
a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from
our operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or
otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service,
appropriation to reserves prescribed by laws and regulations, covering losses in previous years, restrictions on the conversion of local
currency into U.S. dollars or other hard currency, completion of relevant procedures with governmental authorities or banks and other
regulatory restrictions. Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only
out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested
enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends.
In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards
its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable
as cash dividends. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of any of these currencies
into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.
See also " Item 1. Business-Transfers of Cash within Our Group " for more details. We do not presently have any
intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving
dividends in future periods. 

 

 

 
 23 
 
 

 

 Our
Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability
to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock. 

 

 Our
Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability
to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock. 

 

 As
a Texas holding company listed in the United States, we rely on dividends and other distributions from our Hong Kong subsidiaries for
our cash and financing requirements, including funding U.S. dollar–denominated obligations and servicing any debt we may incur.
We have also conducted recent equity offerings in the United States with proceeds denominated in U.S. dollars, and accordingly depend
on the ability to transfer funds between jurisdictions. Although our operations are conducted primarily in Hong Kong, Hong Kong is a
special administrative region of the PRC, and there is a possibility that PRC regulatory authorities could in the future impose restrictions
on the transfer of cash out of Hong Kong or otherwise limit our ability to deploy such cash within our business or to make dividend payments.
Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or
other distributions to our stockholders. 

 

 Current
PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits
upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards
and regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any,
to fund certain reserve funds until the total amount set aside reaches 50% of their registered capital. Furthermore, if PRC subsidiaries
and their subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to
pay dividends or make other payments to a foreign parent company, which may in turn restrict our ability to satisfy our liquidity requirements.
If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely on payments from
our Hong Kong subsidiary would be adversely affected. 

 

 In
addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that a withholding tax rate
of 10% will generally apply to dividends payable by PRC entities to non-PRC-resident enterprises, unless otherwise exempted or reduced
pursuant to applicable tax treaties or arrangements. 

 

 If
any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S.
dollar amount that you will actually ultimately receive. 

 

 If
you are a U.S. holder of our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time
you receive them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars.
Specifically, if a dividend is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that
you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined
at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless
of whether the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually
convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will
actually ultimately receive. 

 

 Dividends
payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax
by the PRC. 

 

 Under
the Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under
relevant tax treaties, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which
do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends
are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within
the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%,
subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within
the PRC. If we are deemed a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares,
would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are
deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer
shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable
tax treaties. It is unclear whether we or any of our subsidiaries established outside of China are considered a PRC resident enterprise
or whether holders of shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other
countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject
to PRC tax, the value of your investment in our shares may decline significantly. 

 

 

 
 24 
 
 

 

 Our
global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our
results of operations. 

 

 Under
the PRC Enterprise Income Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January
2008, an enterprise established outside of the PRC with a "de facto management body" located within the PRC is considered
a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation
rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management
and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and business combination
and disposition of properties and other assets of an enterprise." On April 22, 2009, the State Administration of Taxation (the
"SAT"), issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the "de
facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular
82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals
or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SAT's general position on how the "de
facto management body" text should be applied in determining the resident status of all offshore enterprises for the purpose of
PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities
organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different
conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax
on our global income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.
In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible
that the rules may change in the future, possibly with retroactive effect. 

 

 We
and our stockholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC
holding companies. 

 

 On
February 3, 2015, the State Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income
Arising from Indirect Transfers of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement
7, an "indirect transfer" refers to a transaction where a non-resident enterprise transfers its equity interest and other
similar interest in an offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an "establishment
or place" situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect
transfer without reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions
under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the
offshore holding company's equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the
indirect transfer of Chinese taxable assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct
or indirect investments in China, or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions
performed and risks assumed by the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the
corporate law requirements there, are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in
respect of the indirect transfer is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if
such transfer were treated as a direct transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise
income tax, currently at a tax rate of 10%. 

 

 

 
 25 
 
 

 

 Announcement
7 grants a safe harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup
restricting transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires
the buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the
applicable tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring
transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved.
Though Announcement 7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be
subject to PRC withholding tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying
from 50% to 300% of unpaid taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject
to taxation under Announcement 7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that
we and our non-resident enterprises should not be taxed under Announcement 7, for any restructuring or disposal of shares of offshore
subsidiaries, which may have a material adverse effect on our financial condition and results of operations. 

 

 PRC
laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which
could make it more difficult for us to pursue growth through acquisitions in China. 

 

 Further
to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly
Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established
additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more
time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction
in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas
companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also
require certain merger and acquisition transactions to be subject to merger control review and or security review. 

 

 The
MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council
on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February
3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is
subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited
from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans,
control through agreements control or offshore transactions. 

 

 Further,
if the business of any target company that the combined company seeks to acquire falls into the scope of security review, the combined
company may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any
contractual agreements. The combined company may grow its business in part by acquiring other companies operating in its industry. Complying
with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes,
including approval from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain
or expand our market share. 

 

 In
addition, SAFE promulgated the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19,
on June 1, 2015. Under Circular 19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies
may only be used within the business scope approved by the applicable governmental authority and the equity investments in the PRC made
by the foreign-invested company shall be subject to the relevant laws and regulations about the foreign-invested company's reinvestment
in the PRC. In addition, foreign-invested companies cannot use such capital to make the investments in securities, and cannot use such
capital to issue the entrusted RMB loans (except approved in its business scope), repay the RMB loans between the enterprises and the
ones which have been transferred to the third party. Circular 19 may significantly limit our ability to effectively use the proceeds
from future financing activities as the Chinese subsidiaries may not convert the funds received from us in foreign currencies into RMB,
which may adversely affect their liquidity and our ability to fund and expand our business in the PRC. 

 

 

 
 26 
 
 

 

 SAFE
issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts ("Circular
16"), on June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also
convert their foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for
conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts)
on a self-discretionary basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted
from foreign currency-denominated capital of a company may not be directly or indirectly used for purpose beyond its business scope or
prohibited by PRC Laws or regulations, while such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular
16 is newly issued and SAFE has not provided detailed guidelines with respect to its interpretation or implementation, it is uncertain
how these rules will be interpreted and implemented. 

 

 Failure
to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject
the PRC plan participants or us to fines and other legal or administrative sanctions. 

 

 Pursuant
to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications
to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime,
our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous
period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the
Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas
Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC
citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas
publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could
be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution
must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.
Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one
year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include
Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also
limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries' ability
to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties
that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. 

 

 The
SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, employees working in
China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether
these regulations will be expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated
to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income
taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according
to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities. 

 

 If
we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have
to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and
could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably. 

 

 U.S.
public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative
publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative
publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting
and reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a
result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply
decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to stockholder lawsuits
and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect
this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any
unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend significant resources to investigate
such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not
proven to be groundless, our Company and business operations will be severely hampered and your investment in our stock could be rendered
worthless. 

 

 In
addition, major issues with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment,
even though the Company is not involved. 

 

 

 
 27

<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>

February 26, 2025
MengShu Shao
Chief Financial Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire , TX 77423
Dear MengShu Shao:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

INNO
HOLDINGS INC.

2465
Farm Market 359 South

Brookshire,
TX 77423

Date:
February 25, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

    Attn.:
    Ms.
    Sisi Cheng

    Mr.
    Hugh West

    Re:
    INNO
    HOLDINGS INC.

    Response
    to the Staff’s Comments on Form 10-K for the Fiscal Year Ended September 30, 2024

    File
    No. 001-41882

Dear
Ms. Cheng and Mr. West,

This
letter is in response to the letter dated February 13, 2025 from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Inno Holdings Inc. (the “Company”, “we” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended annual
report on Form 10-K/A (“Amendment No. 1”) is being filed to accompany this letter.

Form
10-K for the Fiscal Year Ended September 30, 2024

Item
9A. Controls and Procedures, page 26

    1.
    We
    note your annual report does not include a report of management’s assessment regarding internal control over financial reporting
    (ICFR) due to a transition period established by rules of the Securities and Exchange Commission. Since you were required to file
    or filed an annual report for the prior year, it appears you are required to report on your management’s assessment of ICFR.
    Refer to Item 308(a) of Regulation S-K. We also note your officer certifications filed as Exhibits 31.1 and 31.2 exclude required
    language in paragraph 4(b) and in the introductory part of paragraph 4 referring to ICFR. Please amend your Form 10-K to include
    management’s assessment on ICFR for the fiscal year ended September 30, 2024, and certifications that conform exactly to the
    language set forth within the Exchange Act Rule 13a-14(a) and Item 601(b)(31)(i) of Regulation S-K.

Please
be advised that we have included management’s assessment on internal control over financial reporting on page 3 and incorporated
the required language in Exhibits 31.1 and 31.2, as requested.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Huan Lou, Esq. of Sichenzia Ross Ference Carmel
LLP at hlou@srfc.law and (212) 930-9700.

    Very
    truly yours,

    /s/
    Ding Wei

    Name:

    Ding
    Wei

    Title:

    Chief
    Executive Officer

February 13, 2025
Tianwei Li
Chief Financial Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire , TX 77423
Dear Tianwei Li:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            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, 2024
Item 9A. Controls and Procedures, page 26
1.We note your annual report does not include a report of management’s
assessment regarding internal control over financial reporting (ICFR) due to a
transition period established by rules of the Securities and Exchange
Commission. Since you were required to file or filed an annual report for the prior
year, it appears you are required to report on your management’s assessment of ICFR.
Refer to Item 308(a) of Regulation S-K. We also note your officer certifications filed
as Exhibits 31.1 and 31.2 exclude required language in paragraph 4(b) and in the
introductory part of paragraph 4 referring to ICFR. Please amend your Form 10-K to
include management’s assessment on ICFR for the fiscal year ended September 30,
2024, and certifications that conform exactly to the language set forth within the
Exchange Act Rule 13a-14(a) and Item 601(b)(31)(i) of Regulation S-K.

February 13, 2025
Page 2
            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 Hugh West at 202-551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Inno
Holdings Inc.

2465
Farm Market 359 South

Brookshire,
TX 77423

January 7, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  INNO HOLDINGS INC.

  Registration Statement on Form S-3

  Filed
December 27, 2024

  File No. 333-284054

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Inno Holdings Inc. respectfully requests that the effective date
of its Registration Statement on Form S-3 (File No. 333-284054) be accelerated so that it will become effective at 4:00 p.m., Eastern
Time, on Thursday, January 9, 2025, or as soon thereafter as possible.

    Very
    truly yours,

    Inno
    Holdings Inc.

    By:
    /s/
    Ding Wei

    Name:
    Ding
    Wei

    Title:
    Chief
    Executive Officer

January 2, 2025
Jia Zhang
President
West Lake Club Inc.
14738 SW 23rd Street
Miami, FL 33185
Re:West Lake Club Inc.
INNO Holdings Inc.
Schedule 13D Filed by Jia Zhang and West Lake Club Inc.
Filed September 11, 2024
File No. 005-94615
Dear Jia Zhang:
            We have conducted a limited review of the above-captioned filing and have the
following comments .
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments  apply to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to these comments, we may have additional  comments.
Schedule 13D Filed September 11, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was May
31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent
of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the
May 13, 2024 event date, the Schedule 13D submitted on September 11, 2024 was not
timely filed. Please advise us why the Schedule 13D was not filed within the required
five business days after the date of the acquisition.
2.Please amend to include a separate Cover Page for Jia Zhang. Refer to Instruction 1
within the "Instructions for Cover Page" at Rule 13d-101 of Regulation 13D-G.
Item 2, page 3

January 2, 2025
Page 2
3.Please amend Item 2 of the Statement to include the present principal occupation or
employment for Jia Zhang. See Instruction C within the "Special Instructions for
Complying With Schedule 13D" and subsection (c) of Item 2 at Rule 13d-101 of
Regulation 13D-G.
Item 4, page 3
4.The last paragraph in Item 4 refers "the Reporting Person" in the singular. Please
amend to provide the information required by Item 4 of Schedule 13D for each of the
reporting persons. See Instruction C within the "Special Instructions for Complying
With Schedule 13D" and subsection (c) of Item 2 at Rule 13d-101 of Regulation 13D-
G.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

December 30, 2024
Ding Wei
Chief Executive Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
Registration Statement on Form S-3`
Filed December 27, 2024
File No. 333-284054
Dear Ding Wei:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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VIA EDGAR

November 7, 2023

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

Attention: Thomas Jones

 Re: Inno Holdings Inc.

Registration Statement
on Form S-l

Filed October
20, 2023 (File No. 333-273429)

Dear Mr. Jones:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
AC Sunshine Securities LLC, acting as representative of the underwriters, hereby joins Inno Holdings Inc. in requesting acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective on November 9, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated October 20, 2023, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirm that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    AC Sunshine Securities LLC

    By:
    /s/ Ying Cui

    Name:
    Ying Cui

    Title:
    Chief Executive Officer

CORRESP
1
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November 7, 2023

VIA EDGAR
TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

Attention: Thomas Jones

Re:       Inno
Holdings Inc.

Registration Statement on Form S-l

Filed October 20, 2023 (File No. 333-273429)

Dear Mr. Jones:

In accordance with Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective on November 9, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such later time as Inno Holdings Inc. (the “Company”)
or its counsel may request via telephone call to the Staff. Please contact Michael J. Blankenship of Winston & Strawn LLP, counsel
to the Company, at (713) 651-2678 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely yours,

    Inno Holdings Inc.

    By:
    /s/ Dekui Liu

    Dekui Liu

    Chief Executive Officer

cc: Michael J. Blankenship

CORRESP
1
filename1.htm

mike
blankenship

Managing Partner

1.713.651.2678

MBlankenship@winston.com

October 20, 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.

Amendment No. 3 to Registration Statement on Form S-1

Filed October 4, 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 October 18, 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 October 4, 2023.

Amendment No. 3 to Registration Statement on
Form S-1 filed October 4, 2023

Capitalization, page 39

 1. We
note your updated capitalization table in response to prior comment 2. Please also revise the caption for ordinary shares in the table
to present correct share amount on a pro forma basis.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that the disclosures on page 39 have been revised accordingly.

Executive Compensation,
page 84

 2. Please update the disclosure in this section to include compensation information for the most recently
completed fiscal year.

Response: The Company acknowledges the
Staff’s comment and that the Company has revised the disclosures on pages 84 and 85 accordingly.

    October 20, 2023

    Page 2

Exhibits

 3. We note the reference in section 2.1 of the agreement filed as Exhibit 10.2 to “Appendix I attached
hereto;” however the appendix is missing. Please revise accordingly.

Response: The Company acknowledges the
Staff’s comment and advises that the Company had filed an updated Exhibit 10.2 to address the Staff’s comment.

* * * * * * *

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.

United States securities and exchange commission logo
October 18, 2023
Dekui Liu
Chief Executive Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 4, 2023
File No. 333-273429
Dear Dekui Liu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed October 4, 2023
Capitalization, page 39
1.We note your updated capitalization table in response to prior comment 2. Please also
revise the caption for ordinary shares in the table to present correct share amount on a pro
forma basis.
Executive Compensation, page 84
2.Please update the disclosure in this section to include compensation information for the
most recently completed fiscal year.
Exhibits
3.We note the reference in section 2.1 of the agreement filed as Exhibit 10.2 to "Appendix I

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 October 18, 2023 Page 2
 FirstName LastName
Dekui Liu
INNO HOLDINGS INC.
October 18, 2023
Page 2
attached hereto;" however the appendix is missing.  Please revise accordingly.
            Please contact SiSi Cheng at 202-551-5004 or Kevin Woody at 202-551-3629 if you have
questions regarding comments on the financial statements and related matters. Please contact
Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael J. Blankenship

CORRESP
1
filename1.htm

mike
blankenship

Managing Partner

1.713.651.2678

MBlankenship@winston.com

October 4, 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.

Amendment No. 2 to Registration Statement on Form S-1

Filed September 14, 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 September 29, 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 September 14, 2023.

Amendment No. 2 to Registration Statement on
Form S-1 filed September 14, 2023

Prospectus Summary, page 4

    1.
    Your net loss for the nine months ended June 30, 2022 disclosed on page 4 does not appear consistent with the amount disclosed in the statement of operations on page F-4. Please advise or revise.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that the net loss for the nine months ended June 30, 2022 disclosed
on page 4 has been updated to be consistent with the amount disclosed in the statement of operations on page F-4.

Capitalization,
page 39

 2. Please address the following items related to your capitalization disclosures:

 · Your
pro forma column appears to represent adjustments made to arrive at the pro forma as adjusted amounts. If true, please revise the column
headers as well as your description of these columns in the introductory paragraph;

    October 4, 2023

    Page 2

 · Tell
us and disclose why deferred offering costs are included in your capitalization; and

 · Disclose
in the footnote the impact on your capitalization if your underwriters exercise their over-allotment option in full.

Response: The Company acknowledges the
Staff’s comment and that the Company has revised the column header on page 39 to reflect that no adjustments were made.
The line of deferred offering costs has been removed. The Company has also added a footnote disclosing additional information regarding
the overallotment option on page 39.

Dilution, page 40

 3. Please revise to calculate net tangible book value excluding any intangible assets such as deferred
offering costs.

Response: The Company acknowledges the Staff’s comment and advises that the Company has revised the disclosure to exclude the $0.4
million in deferred offering costs from the dilution calculation.

Results of Operation

Bad debt expense, page 44

 4. Please provide additional information regarding the significant increase in bad debt expense during
the nine month period ended June 30, 2023, including the contractual and customary payment terms of your accounts receivables. Consider
providing an aging of your accounts receivable as of the latest balance sheet data in tabular form and showing the allowance for credit
losses related to each age group of receivables.

Response: The Company acknowledges the
Staff’s comment and advises that additional tabular disclosure has been provided on page 44.

Note 4 – Accounts Receivable, Net, page
F-15

 5. The June 30, 2023 accounts receivable, net amount disclosed on page F-15 does not appear consistent
with the amount presented in the balance sheet on page F-2. Please advise or revise.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that the June 30, 2023 accounts receivable, net amount disclosed on page F-15 has been modified
to be consistent with the financial line items presented in the balance sheet on page F-2.

Note 15 – Subsequent Events, page F-20

 6. You disclose that you effected a reverse stock split at a split ratio of 1-for-2 on July 24, 2023.
Please tell us how your financial statements retroactively give effect to the reverse stock split for all periods presented. Refer to
ASC 505-10-S99 and SAB Topic 4C.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that the footnote on pages F-3, F-5, and F-18 (note 12) to the Company’s financial statements provide
disclosures on the Company’s forward stock split and reverse stock split.

* * * * * * *

    October 4, 2023

    Page 3

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.

United States securities and exchange commission logo
September 29, 2023
Dekui Liu
Chief Executive Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 14, 2023
File No. 333-273429
Dear Dekui Liu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed September 14, 2023
Prospectus Summary, page 4
1.Your net loss for the nine months ended June 30, 2022 disclosed on page 4 does not
appear consistent with the amount disclosed in the statement of operations on page F-4.
Please advise or revise.
Capitalization, page 39
2.Please address the following items related to your capitalization disclosures:
•Your pro forma column appears to represent adjustments made to arrive at the pro
forma as adjusted amounts. If true, revise the column headers as well as your
description of these columns in the introductory paragraph;
•Tell us and disclose why deferred offering costs are included in your capitalization;

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 September 29, 2023 Page 2
 FirstName LastName
Dekui Liu
INNO HOLDINGS INC.
September 29, 2023
Page 2
and
•Disclose in the footnote the impact on your capitalization if your underwriters
exercise their over-allotment option in full.
Dilution, page 40
3.Please revise to calculate net tangible book value excluding any intangible assets such as
deferred offering costs.
Results of Operation
Bad debt expense, page 44
4.Please provide additional information regarding the significant increase in bad debt
expense during the nine month period ended June 30, 2023, including the contractual and
customary payment terms of your accounts receivables.  Consider providing an aging of
your accounts receivable as of the latest balance sheet date in tabular form and showing
the allowance for credit losses related to each age group of receivables.
Note 4 - Accounts Receivable, Net, page F-15
5.The June 30, 2023 accounts receivable, net amount disclosed on page F-15 does not
appear consistent with the amount presented in the balance sheet on page F-2. Please
advise or revise.
Note 15 - Subsequent Events, page F-20
6.You disclose that you effected a reverse stock split at a split ratio of 1-for-2 on July 24,
2023. Please tell us how your financial statements retroactively give effect to the reverse
stock split for all periods presented. Refer to ASC 505-10-S99 and SAB Topic 4C.
            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

CORRESP
1
filename1.htm

mike
blankenship

Managing
Partner

1.713.651.2678

MBlankenship@winston.com

September
13, 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.

                                            Amendment No. 1 to Registration Statement on Form S-1

                                            Filed August 14, 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 21, 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.

Index
to Financial Statements, page F-1

1. Please
                                            note the financial statement updating requirements of Rule 8-08 of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has updated the financial statements to address
the Staff’s comment.

*
* * * * * *

September 13, 2023

Page 2

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.

United States securities and exchange commission logo
August 21, 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 Registration Statement on Form S-1
Filed August 14, 2023
File No. 333-273429
Dear Dekui Liu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed August 14, 2023
Index to Financial Statements, page F-1
1.Please note the financial statement updating requirements of Rule 8-08 of Regulation S-X.

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 August 21, 2023 Page 2
 FirstName LastName
Dekui Liu
INNO HOLDINGS INC.
August 21, 2023
Page 2
            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

CORRESP
1
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.

United States securities and exchange commission logo
August 11, 2023
Dekui Liu
Chief Executive Officer
INNO HOLDINGS INC.
2465 Farm Market 359 South
Brookshire, TX 77423
Re:INNO HOLDINGS INC.
Registration Statement on Form S-1
Filed July 26, 2023
File No. 333-273429
Dear Dekui Liu:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed 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.
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.

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 August 11, 2023 Page 2
 FirstName LastNameDekui Liu
INNO HOLDINGS INC.
August 11, 2023
Page 2
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.
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.
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.
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.
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.
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

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 August 11, 2023 Page 3
 FirstName LastName
Dekui Liu
INNO HOLDINGS INC.
August 11, 2023
Page 3
your liquidity and capital resources, and within Note 2 on pages F-7 and F-27 as required
by ASC 205-40-50.
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.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

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

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 March 8, 2023 Page 2
 FirstName LastNameDekui Liu
INNO HOLDINGS INC.
March 8, 2023
Page 2
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.

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 March 8, 2023 Page 3
 FirstName LastNameDekui Liu
INNO HOLDINGS INC.
March 8, 2023
Page 3
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);

 FirstName LastNameDekui Liu
 Comapany NameINNO HOLDINGS INC.
 March 8, 2023 Page 4
 FirstName LastName
Dekui Liu
INNO HOLDINGS INC.
March 8, 2023
Page 4
• 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