What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-12-09 compared with 2024-01-16 · 206 added, 330 removed, 596 unchanged (47% of the section changed)

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customer’s needs, and we have implemented those standards into our manufacturing operations.

Drivers of Our Business Opportunity

traditional construction industry is labor intensive and suffers from a skilled labor shortage, which increases overall labor costs and

contributes to inefficiencies in the construction process.

Our steel-framing technology can decrease construction times by 50% or more

by prefabricating panels and can reduce labor costs proportionately due to reduced construction timelines.

Our intelligent CNC cold-formed

roller machine automatically punches the holes for Mechanical, Electrical and Plumbing (MEP) channels eliminating many steps at the job

site, compared to traditional onsite manual measurement and cutting procedures.

INNO is dedicated to bringing automation to the construction

industry to solve the overreliance on a declining supply of expensive, skilled labor.

the need for on-site customization found in traditional construction processes is not only more profitable, it can decrease the risks

associated with an inherently dangerous workplace.

According to Frommer D’Amico, “10 Top Hazards In a Building Site”,

nearly 6.5 million people go to work at approximately 252,000 construction sites across the U.S each day.

On the job, these construction

workers face a wide range of occupational safety hazards.

Heavy equipment, bad weather and chaotic job site conditions can create dangerous

INNO typically manufactures metal studs and prefab wall panels, joists, and trusses within our indoor facility, unaffected

The final products delivered to the jobsite are assembled wall panels, joists and trusses, which means almost 70% of structure

framing work has been completed before it gets to the construction site where the remaining tasks are to erect and connect the pieces.

A construction jobsite using INNO framing products is typically very clean and organized due to a lack of cuttings and debris, which

reduces the risk of safety hazards.

We anticipate that cold-formed steel-framing technology will ultimately replace wooden and traditional

steel structures and we believe it is a big step forward in construction industry.

are bringing sustainability to the market by replacing traditional wooden structures with cold-formed steel framing, allowing for the

reduction of material waste — an average of 2% of steel scrap versus ~20% for wood waste.

All steel scrap is 100% recyclable, which

we support through our recycling operations.

Many businesses are seeking actions that demonstrate sustainability, and steel is uniquely

environmental-friendly in its reuse, giving us an edge in Leadership in Energy and Environmental Design (“LEED”) certifiable

products and projects.

Metal Recycling Bin

are constantly striving to produce lasting results within the building technology sector.

With increasingly evolving technological advancements

in the industry, our objective is to continue staying ahead of the curve by focusing our ongoing research and development on cold-formed

steel framing with an emphasis on architectural and engineering technologies.

Our cold-formed steel-framing system increases building

and labor savings by integrating each stage of the construction process with Building Information Modeling (“BIM”), which

is a highly collaborative process that allows architects, engineers, real estate developers, contractors, manufacturers, and other construction

professionals to plan, design, and construct a structure or building within one 3D model, to establish a common data environment, ensuring

INNO delivers the final products with the minimum amount of rework needed.

building is a technique in which a building or an infrastructure is planned and designed in a modular format.

Those modules are fabricated

offsite in a factory.

Once fabricated, those modules are transported to the site and are installed together to finalize the structure.

According to the Allied Market Research published report, titled “Offsite Construction Market by Material (Steel, Wood, Concrete,

and Others) and Application (Residential, Commercial, and Industrial):

Global Opportunity Analysis and Industry Forecast, 2021-2030”,

the global Offsite Construction industry generated $130.4 billion in 2020, and is anticipated to generate $235.4 billion by 2030, representing

a CAGR of 5.9% from 2021 to 2030.

The rapid rise in urbanization and industrialization, increase in the pace of construction, high efficiency

of offsite building is driving the growth of this market.

The North America off-site construction market size was valued at $49.5 billion

in 2021, and is projected to reach $80.9 billion by 2031, representing a CAGR of 4.9% from 2022 to 2031.

its 2016 article titled, “Imagining Construction’s Digital Future,” McKinsey & Company noted that large construction

projects typically take 20% longer to complete than projected and are up to 80% over budget.

The article noted that developers are searching

for “… off-site approaches that help them improve predictability, consistency, and repeatability.” The article also

highlighted that developers can leverage off-site capabilities “… to transform the construction site into a manufacturing

greater efficiency, less waste, and improved safety.” Off-site construction is one of the five key trends discussed

in the article in which we believe INNO participates, Due to our efficient production model, environmentally sustainable solutions, and

superior product quality, believe we also participate the other four trends discussed, including green construction;

cost efficiency;

supply chain agility;

and improved durability and strength).

are leveraging the trend toward off-site and modular building techniques to increase productivity, reduce errors on-site, and decrease

construction costs.

As the market continues to move toward panelized building, we anticipate having an edge in the industry as a large-scale

pioneer and building industry leader with our cost-reducing, time-saving, and quality solutions.

2024, we successfully launched a new revenue stream through our newly established subsidiary, Inno AI Tech Corp., which specializes in

research and consulting services.

Steel Framing

steel is the material of choice to lower building costs and adapt to modular or off-site building.

It is consistent in quality and form,

and it can be shipped preassembled or it can be assembled on-site by workers with little training.

Our steel roof trusses, wall panels,

and joist systems are a cost-effective noncombustible alternative to

building materials.

They are now commonly used to build apartments, hotels, temporary housing, nursing homes, commercial buildings, industrial

buildings, and single-family detached homes.

These types of structures are expected to be the targets of our Company’s sales and

marketing team.

steel is the material of choice to lower building costs and adapt to modular or off-site buildings.

It is consistent in quality and

form, and it can be shipped preassembled or it can be assembled on-site by workers with little training.

Our steel roof trusses,

wall panels, and joist systems are a cost-effective noncombustible alternative to traditional building materials.

now commonly used to build apartments, hotels, temporary housing, nursing homes, commercial buildings, industrial buildings, and

single-family detached homes.

These types of structures are expected to be the targets of our Company’s sales and marketing

proprietary cold-formed roller machines are equipped with proprietary software, which optimizes production efficiency and supports individual

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By breaking away from the methods of traditional stick-built building, our customers report that their construction timelines have been

reduced at least by 20%.

reduced by at least 20%.

to high housing prices, some are having difficulties purchasing a home.

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Castor Cube can be built on a foundation steel chassis, which can be single or used as a mobile multi-sectioned.

We anticipate that this

modular home product will be completely constructed within our facilities starting in the fourth quarter of 2023.

Once built, it will

be transported to permanent locations for installation.

The timeline for product delivery is not affected by weather since it will be

manufactured in our 100% climate-controlled factory.

Furthermore, we expect that streamlined building process will shorten the completion

We anticipate being able to produce up to one Castor Cube per day beginning in the year of 2024.

We believe the Castor Cube demonstrates

the effectiveness of our Company’s modular technique.

Cube Rendering

We are expanding and

improving our facility in Texas and anticipate that this modular home product will be completely constructed within the next couple years.

Once built, it will be transported to permanent locations for installation.

The timeline for product delivery is not affected by weather

since it will be manufactured in our 100% climate-controlled factory.

Furthermore, we expect that streamlined building process will shorten

the completion time.

Off-site Equipment Rental, Sales, Service, and Support

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Mobile Factory is an all-in-one, secured production facility that will produce steel-framing members onsite.

It can print wall panel,

It can print wall panels,

floor truss, and roof truss components.

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transportation of metal studs, which we believe can drive a lower carbon footprint for larger projects.

Factory Illustration

Mobile Factory is operated and managed by Internet of Things (“IoT”) technology, a network of physical objects that are embedded

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machinery breakdown data, uptime data and production efficiency.

Production Management System

may from time to time participate in land development and contractor services if an opportunity exists to leverage our products.

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For example, we have agreed to provide project development services for our contract with Vision Opportunity Fund

LP, partially owned by a minority shareholder of the Company, related to the development of an approximately 110,000 sqft retirement

LP (assigned to Vision 101), partially owned by a minority shareholder of the Company, related to the development of an approximately

110,000 square feet retirement community.

February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services.

Throughout the year, we successfully

supported a client in establishing a steel technology company.

Our services included incorporation assistance, comprehensive training

programs, in-depth market research, and strategic business development guidance.

This engagement generated consulting revenue of $205,000.

can serve commercial, residential, and industrial projects.

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because the main customers are developers, builders, and contractors.

For the Castor Cube prefab home products, the sales model is expected

to be either business-to-business or business-to-customer.

For the Castor Cube prefab home products and the consulting services

performed by Inno AI Tech Corp., the sales model is expected to be either business-to-business or business-to-customer.

a year-to-year basis we are generally dependent on a small number of major customers that change year to year.

agreements with major customers normally terminate upon completion, and our major customers change from year to year.

year 2023, we had 24 customers, and for fiscal year 2022 we had 46 customers, of which only 10 were customers the prior fiscal year.

For the years ended September 30, 2023 and 2022, three customers accounted for 53% and one customer accounted for 15% of the

Company’s total revenues, respectively.

As of September 30, 2023 and 2022, accounts receivable from one customer accounted for 100% and five customers accounted for

80% of the Company’s total accounts receivable, respectively.

Our written agreements

with major customers normally terminate upon completion, and our major customers change from year to year.

For the year ended September

30, 2024, three customers accounted for 90% of the Company’s total revenues, respectively.

For the year ended September 30, 2023,

three customers accounted for 53%.

As of September 30, 2024, $Nil outstanding of accounts receivable.

Accounts receivable from one customer

accounted for 100% of the Company’s total accounts receivable as of September 30, 2023.

agreements contain standard construction and supplier agreement terms including payment schedules, performance schedules, the ability

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we rely on a limited number of suppliers.

For the years ended September 30, 2023 and 2022, three suppliers accounted for 57% and three

suppliers accounted for 75% of the Company’s total purchases, respectively.

As of September 30, 2023 and 2022, accounts payable

to two suppliers accounted for 55% and three suppliers accounted for 94% of the Company’s total accounts payable, respectively.

For the year ended September 30, 2024, two suppliers accounted for 58% of the Company’s

total purchases.

For the year ended September 30, 2023, three suppliers accounted for 57% of the Company’s total purchases.

of September 30, 2024 and 2023, accounts payable to two suppliers accounted for 51% and 55% of the Company’s total accounts payable,

respectively.

We currently do not have written agreements with these suppliers or, generally, with any of our suppliers.

All of our purchases from

these suppliers are made by way of individual orders.

All of our purchases

from these suppliers are made by way of individual orders.

Competitive Strengths

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technological barrier for competitors to overcome.

significant competitive strength in our research and development capability is the Inno Research Institute, LLC, a subsidiary of INNO

IRI focuses on patentable innovative products and commercializing research discoveries in the cold-formed steel

industry in the U.S.

and committed to bringing innovation in the field of thin-walled structures, cold-formed steel building technology,

and design methodology for resilient buildings.

INNO focuses on patentable innovative products and commercializing research discoveries

in the cold-formed steel industry in the U.S.

and committed to bringing innovation in the field of thin-walled structures, cold-formed

steel building technology, and design methodology for resilient buildings.

Integrated Manufacturing Process

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This study compared our solution against wood

for a 2,2663 sqft.

for a 2,2663 square feet.

home built in 2022, for which we supplied materials.

Based on fully quoted materials and estimated labor and insurance

costs, we estimate the contractor saved 16% by using INNO products compared to wood framing.

For the “low” scenario, we recently

requested updated wood bids and used the lowest one;

in this case, we estimate that INNO products would have provided the contractor

with 8% savings.

believe we compete in a $40 billion+ U.S.-based market opportunity in 2023.

Based on fully quoted materials and estimated labor and

insurance costs, we estimate the contractor saved 16% by using INNO products compared to wood framing.

For the “low” scenario,

we recently requested updated wood bids and used the lowest one;

in this case, we estimate that INNO products would have provided the

contractor with 8% savings.

Steel-Framing Market

concept, cold-formed-steel building structures are very similar to wooden structures.

In steel buildings, the wooden structural elements

are replaced by thin-walled steel components.

The cold-forming process is the core technology used.

By our estimates, the U.S.

steel framing market should be roughly $6 billion in 2023.

to the report released by Grand View Research in 2022, titled “Light Gauge Steel Framing Market Size, Share & Trends Analysis

Report By Type, By End-use, By Region, and Segment Forecasts, 2021-2028”, the global light-gauge steel-framing market was valued

at $33.89 billion in 2020 and is expected to reach $48.21 billion by 2028, growing at a CAGR of 4.6% from 2021 to 2028.

The substantial

rise in construction spending and a shift in trend toward sustainable materials have contributed to higher energy efficiency at a lower

cost, in turn driving the market demand for light-gauge steel frames.

According to KBV Research’s report released in February 2022,

titled “North America Light Gauge Steel Framing Market Size, Share and Industry Trend Analysis Report By Type, By End Use, By Country,

Historical Data and Growth Forecast, 2021-2027,” the U.

market has dominated the North American cold-formed steel-framing market,

and it is expected to continue to be a dominant market player until 2027;

Report By Type (Skeleton Steel Framing, Wall Bearing Steel Framing), By End-use (Commercial, Residential), By Region, And Segment Forecasts,

2023 - 2030”, the global light-gauge steel-framing market was valued at $37.27 billion in 2023 and is expected to reach $52.73

billion by 2030, growing at a CAGR of 5.1% from 2023 to 2030.

The substantial rise in construction spending and a shift in trend toward

sustainable materials have contributed to higher energy efficiency at a lower cost, in turn driving the market demand for light-gauge

steel frames.

According to KBV Research’s report released in February 2022, titled “North America Light Gauge Steel Framing

Market Size, Share and Industry Trend Analysis Report By Type, By End Use, By Country, Historical Data and Growth Forecast, 2021-2027,”

market has dominated the North American cold-formed steel-framing market, and it is expected to continue to be a dominant market

player until 2027;

thereby, achieving a market value of $7.2 billion by 2027.

to the summary of an IBISWorld report titled, “Wood Framing in the US — Market Size 2005-2029,” the wood framing market

size in the U.S.

to the summary of an IBISWorld report titled, “Wood Framing in the US - Market Size, Industry Analysis, Trends and Forecasts (2024-2029),”

the wood framing market size in the U.S.

is expected to be $27.5 billion in 2024.

Since the wood structures could be replaced by cold-formed-steel structures,

INNO’s target market size includes the wood-framing market.

If we combined the US light gauge steel (which we estimate to be currently

at approximately $6 billion based on the projected market value of $7.2 billion by 2027) and wood framing market ($24.9 billion) opportunities

in 2023, we estimate it would amount to a $29.9B market opportunity in which INNO competes.

Since the wood structures could be replaced by cold-formed-steel

structures, INNO’s target market size includes the wood-framing market.

If we combined the US light gauge steel (which we estimate

to be currently at approximately $6 billion based on the projected market value of $7.2 billion by 2027) and wood framing market ($27.5

billion) opportunities in 2024, we estimate it would amount to a $33.5 billion market opportunity in which INNO competes.

Prefabricated

Building Market

to the summary of an IBISWorld report titled, “Prefabricated Home Manufacturing in the US — Market Size 2002-2029,”

the prefabricated home manufacturing market size in the U.S.

to the summary of an IBISWorld report titled, “Prefabricated Home Manufacturing in the US market size (2024-2029),” the prefabricated

home manufacturing market size in the U.S.

is expected to be $13.3 billion in 2024.

According to the report released

by Global Industry Analysts, Inc, titled “Prefabricated Building Global Market Trajectory & Analytics”, the global prefabricated

building market, estimated at $106.1 billion in the year 2020, is projected to reach a revised size of $164.1 billion by 2027, growing

at a CAGR of 6.4% over the analysis period of 2020 through 2027.

According to the report released by Global Industry

Analysts, Inc, titled “Prefabricated Buildings - Global Strategic Business Report”, the global prefabricated building market,

estimated at $117.4 billion in the year 2022, is projected to reach a revised size of $202.7 billion by 2030, growing at a CAGR of 7.1%

over the analysis period of 2022 through 2030.

According to Straits Research Institute, the U.S.

modular home market

is projected to be valued at $53 billion in 2030.

modular home market is projected to

be valued at $53 billion in 2030.

Prefabricated

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The market is also benefiting from increased customer interest in reducing CO2 emissions, green building, and waste reduction.

to the rise in labor wages and material costs, operators want to unlock greater efficiencies, reduce project costs and increase labor

productivity in the face of a skilled labor shortage and low profit margin.

Modeling technologies are impacting all aspects of the design

and building industry.

Studies from Dodge Data & Analytics report reveal a strong correlation between companies’ BIM use and

the degree to which they enjoy improved schedule and budget performance from using prefabrication or modular building.

The modular building

market is gaining popularity among the construction giants owing to the various benefits that it possesses, including reduced waste,

speedy building, cost-effectiveness, eco-friendliness, and flexibility.

According to experts, modular building projects can be completed

30% to 50% more quickly than traditional building.

Modular buildings are extremely flexible, owing to the custom-made fit that are created

according to the specific requirements of customers.

DDA’s new SmartMarket report, “Prefabrication and Modular Construction 2020.”

firms and contractors alike agree that both prefabrication and modular building are providing significant improvements to cost, schedule,

quality and safety performance, productivity, client satisfaction and their ability to reduce waste.

According to the McKinsey Global

Institute (MGI’s) Reinventing construction:

A route to higher productivity report, released in February 2017, parts of the construction

industry are moving toward a manufacturing-like system of mass production, relying on prefabricated, standardized components that are

produced off-site.

Such system would include applications such as fully automated prefabrication processes that turn a 2D drawings or

3D model into a prefabricated building component, or fabrication directly off a 3D model or shop drawings, enabling the production of

high-performing components and, ultimately, more efficient parts.

and Governmental Pressures for Change

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cold-formed steel will be the optimal alternative building material.

Macroeconomic

past several years of western wildfires have had a devastating impact on lumber stock and mills that were in the path of these fires,

plus the disruption of supply chain due to the COVID-19 pandemic, has resulted in rising lumber prices.

The net result of the fall in

steel prices and rise in lumber costs is a much stronger case for parity between the two raw materials.

new study conducted by R.A Smith, Inc., Brookfield, WI, and the SFIA addresses framing costs on behalf of architects, building owners,

and general contractors.

The study, “Costs to Build with Cold-formed Steel Versus a Wood-Framed Building,” established that

CFS framing and wood framing cost relatively the same when the cost comparison included the construction insurance premiums associated

with using the selected material.

CFS is noncombustible, which reduces the risk of property loss during construction and over the life

of the structure.

It reduces the risk of property loss leads to lower insurance premiums for builders and owners.

The true cost of CFS

over wood is less than 1% when insurance is included in the comparison.

are an innovative building-technology company with a mission to transform the construction industry with our proprietary cold-formed

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Our goal is to commercialize patents and technologies that we own.

example, the CFS portal frame system invented by our CEO could replace current shear wall systems to provide adequate lateral resistance

against strong winds and severe earthquakes.

The standard lateral force resisting systems in light frame cold-formed steel building are

shear walls either sheathed by structural panels such as OSB, Plywood, and steel sheets or braced by steel straps.

These systems require

a large amount interior walls to be load bearing walls which limits flexibility for room layout and may not support large openings for

example, the CFS portal frame system invented by us could replace current shear wall systems to provide adequate lateral resistance against

strong winds and severe earthquakes.

The standard lateral force resisting systems in light frame cold-formed steel building are shear

walls either sheathed by structural panels such as OSB, Plywood, and steel sheets or braced by steel straps.

These systems require a

large amount interior walls to be load bearing walls which limits flexibility for room layout and may not support large openings for

windows and doors.

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revenue model currently consists of sales of the following:

Light-gauged studs and tracks;

Prefabricated wall panels

Structure framing work on

Engineering services;

Machine sales;

Replicable Apartment product.

studs and tracks;

Prefabricated

wall panels and trusses;

framing work on site;

Apartment product.

studs and tracks

supply metal studs from 12GA to 24GA depending on the structure engineering requirements and city building codes.

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where we do not provide continuous services until the design is city approved.

February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services.

In 2024, we successfully supported

a client in establishing a steel technology company.

The services included incorporation assistance, comprehensive training programs,

in-depth market research, and strategic business development guidance.

This engagement generated consulting revenue of $205,000.

revenue from the consulting service is recognized upon the described services be provided to customers.

may sell or lease our machines.

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The architectural plan package for Village 101 is complete and ready for implementation.

Village 101 serves as a prototype

building tech community, showcasing our innovative approach to senior living.

The project is currently pending

Village 101 serves as a prototype building tech community, showcasing our innovative approach to senior living.

pipeline includes various apartment product options with different unit sizes, ranging from 15 to 150 units.

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of Sales primarily consist below components.

Materials — Rolled

steel represents the single largest cost.

We manage our relationship with suppliers (primarily US Steel) very adroitly by building

in purchase orders and their associated costs to the customer to minimize our exposure to changes in steel prices for any specific

— Rolled steel represents the single largest cost.

We manage our relationship with suppliers (primarily US Steel) very adroitly

by building in purchase orders and their associated costs to the customer to minimize our exposure to changes in steel prices for

any specific project.

We manage our purchases and deliveries as close to “just in time” as possible.

Labor — Labor is potentially

the most variable component of cost of sales.

We have a team of hourly workers who largely work onsite at the factory producing parts

from raw steel and assembling them into prefabricated pieces to be delivered to job sites.

Contractors are non-employee hourly workers

who largely work in our turnkey projects.

— Labor is potentially the most variable component of cost of sales.

We have a team of hourly workers who largely work onsite

at the factory producing parts from raw steel and assembling them into prefabricated pieces to be delivered to job sites.

are non-employee hourly workers who largely work in our turnkey projects.

As-needed hourly labor is largely available in our markets.

Freight and Shipping —

Our policy is to include any freight incurred to ship the product from our vendors to warehouses as a part of cost of goods sold.

freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling expenses.

and Shipping — Our policy is to include any freight incurred to ship the product from our vendors to warehouses as a part of

cost of goods sold.

Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected

in selling expenses.

expenses are typically comprised of payroll of salaried and hourly workers.

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expansion and in-house research and development.

We plan to expand factory operations and manufacturing capabilities in line with

We are expanding factory operations and manufacturing capabilities in line with

We are also investing in R&D to ensure a pipeline of competitive and innovative building-technology products.

We are in the process of developing the Castor Cube, a 743-square-foot modular house product with the goal of mass producing.

We are also working on developing Village 101, a smart senior living apartment comprising 155 units with a floor area of 110,000 square

The architectural plan package for Village 101 is complete and ready for implementation.

Village 101 serves as a prototype building

tech community, showcasing our innovative approach to senior living.

Meanwhile, the new products extend to new building material composed

of stainless steel, such as stainless-steel roof and panels with the vision of using such materials for seaside buildings.

We are in the process of optimizing our online sales and marketing efforts by recruiting marketing talent and developing

a marketing plan.

Acquisitions.

In accordance with our growth strategy, our company intends to pursue vertical integration by acquiring several companies

operating within the construction industry in the United States.

The objective of this vertical integration is to strengthen our position

as a prominent building-technology developer and expand our capabilities within the market.

We will position ourselves to offer a comprehensive

range of solutions encompassing the entire building.

The expanded scope of our offerings includes prefab structure systems, centralized

MEP (mechanical, electrical, plumbing) systems, integrated wall systems, integrated floor systems, roofing systems, and prefab cabinets,

sinks, and countertops.

This integration allows us to deliver a single-cycle turnkey solution, streamlining the traditional linear process

employed by traditional developers.

To fortify our supply chain and augment our capabilities, we will consider the strategic acquisition

of construction vendors/suppliers with the proceeds from IPO to pursue potential acquisitions.

The targeted companies would

include the ones that enjoy the popularities in the industry, including but not limited to the companies that can supply the interior

finish, exterior wall panels, insulation materials and roof system etc.

By incorporating the targeted companies into our operations,

we will establish a comprehensive one-stop-shop solution for the multi-family apartments, thereby further solidifying our market position

and value proposition.

Consistent with our growth strategy, we are firmly committed to implementing a robust product life cycle management

approach, encompassing all stages from procurement to delivery.

Through our pursuit of vertical integration and strategic acquisitions,

we are poised for substantial growth to assume a leadership role within the market.

By expanding our product offerings, strengthening

our supply chain, and cultivating key partnerships, we are well-positioned to provide comprehensive building solutions that effectively

meet the evolving needs of our clients while concurrently driving revenue growth and delivering enhanced shareholder value.

products and services.

We are in the process of developing the Castor Cube, a 743-square-foot modular house product with the goal

of mass producing.

We are also working on developing Village 101, a smart senior living apartment comprising 155 units with a floor area

of 110,000 square feet.

The architectural plan package for Village 101 is complete and awaits permits approval for implementation.

expanded our business to include consulting services offered by our new entity-AI Tech Corp.

We are in the process of optimizing our online sales and marketing efforts by recruiting marketing talent and engaging

consultants for marketing and promotional events.

Acquisitions and investments.

In accordance with our growth strategy, our company intends to pursue vertical integration by acquiring

or investing several companies operating within the construction industry in the United States.

The objective of this vertical integration

is to strengthen our position as a prominent building-technology developer and expand our capabilities within the market.

We will position

ourselves to offer a comprehensive range of solutions encompassing the entire building.

The expanded scope of our offerings includes

prefab structure systems, centralized MEP (mechanical, electrical, plumbing) systems, integrated wall systems, integrated floor systems,

roofing systems, and prefab cabinets, sinks, and countertops.

This integration allows us to deliver a single-cycle turnkey solution,

streamlining the traditional linear process employed by traditional developers.

To fortify our supply chain and augment our capabilities,

we will consider the strategic acquisition or investment of construction vendors/suppliers.

The targeted companies would include the

ones that enjoy the popularities in the industry, including but not limited to the companies that can supply the interior finish, exterior

wall panels, insulation materials and roof system etc.

By incorporating the targeted companies into our operations, we will establish

a comprehensive one-stop-shop solution for the multi-family apartments, thereby further solidifying our market position and value proposition.

Consistent with our growth strategy, we are firmly committed to implementing a robust product life cycle management approach, encompassing

all stages from procurement to delivery.

Through our pursuit of vertical integration and strategic acquisitions, we are poised for substantial

growth to assume a leadership role within the market.

By expanding our product offerings, strengthening our supply chain, and cultivating

key partnerships, we are well-positioned to provide comprehensive building solutions that effectively meet the evolving needs of our

clients while concurrently driving revenue growth and delivering enhanced shareholder value.

Growth Strategy

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The accessibility and proficiency in assembling lumber-based structures

can make practitioners in construction industry unwilling to move out of the wood framing comfort zone.

Further, lumber prices were generally

lower than the price of metal studs before the COVID-19 pandemic.

The switch to cold-formed Steel is being driven by materials price

and several market-based advantages of steel.

can make practitioners in the construction industry unwilling to move out of the wood framing comfort zone.

Further, lumber prices were

generally lower than the price of metal studs.

The switch to cold-formed Steel is being driven by materials price and several market-based

advantages of steel.

Steel is strong, safe, durable, versatile, and cost-effective.

Steel has the exceptional

environmental advantage of being highly recycled and infinitely recyclable.

Steel is tough and does not rot, spawl, split, or absorb

moisture, and it is resistant to pests, unlike wood building materials.

Steel has the exceptional environmental advantage

of being highly recycled and infinitely recyclable.

Steel is tough and does not rot, spawl, split, or absorb moisture, and it is resistant

to pests, unlike wood building materials.

Benefits of Steel Framing

Steel has the highest strength-to-weight

ratio of any framing material.

has the highest strength-to-weight ratio of any framing material.

Non-combustible.

not contribute fuel to the spread of fire.

Steel is termite and rodent

Steel ensures dimensional

Steel will not contribute fuel to the spread of fire.

is termite and rodent resistant.

ensures dimensional stability.

Will not rot, warp, crack or shrink.

Lower builder’s risk

Permanently straight walls.

builder’s risk insurance.

straight walls.

No call backs for nail pops.

No toxicity contribution.

toxicity contribution.

Free of resins, adhesives, and chemicals normally present in other framing material.

Consistent material quality.

material quality.

No regional variation.

Grounded against electrical

Steel is inorganic.

traditional framing products, steel is not vulnerable to mold.

Steel is the most recycled

product in the world.

against electrical storms.

is inorganic.

Unlike traditional framing products, steel is not vulnerable to mold.

is the most recycled product in the world.

Optimum sustainability.

3 unchanged sentences

of many residential buildings constructed in the mid-rise market today and includes:

A first floor non-combustible

(concrete) podium with parking and retail space

Residential dwellings on

Roof-top/penthouse space

atop level 5 housing building services.

first floor non-combustible (concrete) podium with parking and retail space

dwellings on levels 2-5

Roof-top/penthouse

space atop level 5 housing building services.

first location for the study was a building constructed in Chicago in late 2017.

1 unchanged sentence

case, cold-formed steel cost 2.6% more than traditional wood construction.

Cost Analysis:

Cold-Formed Steel, Location 1

second location was in Morristown, New Jersey.

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0.9% more than traditional wood construction.

Comparison Case Study 2

two case studies mentioned above are taken from the official SFIA website.

47 unchanged sentences

This could lead to supply chain disruptions and affect delivery time.

Furthermore, the steel is still commonly used to support the structure

Furthermore, steel is still commonly used to support the structure

of prefab homes, regardless of the manufacturing technology used.

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product manufactured by other company may not have the same level of disaster resistance as CASTOR CUBE.

Cube plans to apply a patent for its utility hook-up system, which enable consumers to connect utility within one day.

Cube plans to apply a patent for its utility hook-up system, which enables consumers to connect utility within one day.

This is a unique

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to produce CASTOR CUBE.

This will bring the significant increase in production capacity and it can help INNO to meet the growing demand

This will bring a significant increase in production capacity and it can help INNO to meet the growing demand

for prefab homes more efficiently.

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We also work with local, regional, and state-wide agencies to facilitate workforce hiring and development

We had 11 full-time employees at both of September 30, 2023 and 2022.

We also utilize at-will contractors in our business.

As of September 30, 2022, we had 10 at-will contractors employed.

That number has since grown to 18 contractors as of September 30, 2023.

We had four and 11 full-time employees as of September 30, 2024 and 2023, respectively.

We also utilize at-will contractors

in our business.

As of September 30, 2024 and 2023, we had 11 and 18 at-will contractors employed, respectively.

For the year ended September

30, 2024, the Company also engaged three consultants conducting marketing activities and promotional events.

Property Matters

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There are currently five pending patent applications and descriptions of each pending patent are as follows:

New optimized design for

Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high quality, quick erection

(Application number:

Cube 200, which is a new

optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high

optimized design for Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high

quality, quick erection structures.

(Application number:

Z-shaped pendant for castor

exterior wall to replace the Z-shaped pendant for sheetrock with honeycomb aluminum plate.

200, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be

used in building high quality, quick erection structures.

(Application number:

Cube 300, which is a new

optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high

quality, quick erection structures.

pendant for castor exterior wall to replace the Z-shaped pendant for sheetrock with honeycomb aluminum plate.

(Application number:

Aluminum honeycomb plate

for interior wall construction.

300, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be

used in building high quality, quick erection structures.

(Application number:

honeycomb plate for interior wall construction.

(Application number:

the course of our business, we develop expertise in the manufacturing process.

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property rights with respect to this expertise.

Company, INNO HOLDINGS, INC., a Texas corporation (the “Company”), was incorporated on September 8, 2021.

The Company is

principally engaged in the marketing and sale of construction products along with full-scope construction services in the US.

three subsidiaries:

Inno Metal Studs Corp, Castor Building Tech LLC, and Inno Research Institute LLC.

January 18, 2022, the Company formed a limited liability company, Castor Building Tech LLC (“CBT”), in California.

owned 53% of the equity interest in CBT.

On October 16, 2023, the Company and the noncontrolling interest parties reached a new ownership

agreement that the Company’s ownership changed to 55%.

January 21, 2022, the Company acquired 100% of the ordinary shares of Inno Metal Studs Corp.

(“IMSC”), a Texas corporation

incorporated on October 31, 2019.

Pursuant to the terms of the Share Purchase Agreement with IMSC’s sole owner, Mr.

who was also the sole owner and CEO of the Company, the Company issued 15,170,000 shares of its common stock to Mr.

Dekui Liu in exchange

for his 100% ownership in IMSC.

Upon completion of the transaction, IMSC became a 100% owned subsidiary of the Company.

See Note 3 below

Research Institute LLC, a Texas limited liability company incorporated on September 8, 2021, is a 65% owned subsidiary of IMSC.

principal executive offices are located at 2465 Farm Market 359 South, Brookshire, TX 77423, and our California office is located at

21660 Copley Drive, Diamond Bar, CA 91765.

Our corporate website address is www.innometalstuds.com .

Company, INNO HOLDINGS INC., was incorporated in Texas on September 8, 2021.

It originally had three subsidiaries, Inno Metal Studs Corp

(“IMSC”), Castor Building Tech LLC (“CBT”), and Inno Research Institute LLC (“IRI”).

January 21, 2024, the Company established Inno Disrupts Inc., a wholly owned subsidiary in Texas.

The purpose of Inno Disrupts Inc.

to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated

buildings in US, and other activities.

January 27, 2024, the Company and the minority shareholder of IRI agreed to dissolve IRI, a subsidiary of IMSC with 65% ownership.

R&D activities previously carried out by IRI will be transferred to the new subsidiary, Inno AI Tech Corp.

February 11, 2024, the Company formed Inno AI Tech Corp., a wholly owned entity in Texas to conduct AI tech research and consulting activities.

is the corporate structure of the Company as of December 6, 2024:

principal executive office is located at 2465 Farm Market 359 South, Brookshire, TX 77423.

Our corporate website address is https://www.innoholdings.com .

Our telephone number is (800) 909-8800.

Information contained in, or accessible through, our website does not constitute part of this prospectus and inclusions of

our website address in this prospectus are inactive textual references only.

a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information

in this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business