What changed in this filing

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Item 9A. Controls and Procedures

2024-12-09 compared with 2024-01-16 · 322 added, 332 removed, 302 unchanged (68% of the section changed)

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in our internal controls described below.

of sufficient personnel commensurate with our accounting and reporting requirements and insufficient

segregation of duties within accounting functions.

of adequate policies and procedures in internal control function to ensure that proper control

and procedures have been designed and implemented over key business cycles.

plan to hire additional qualified personnel with relevant experience and qualifications to strengthen the financial reporting function

and to set up a financial and system control framework.

However, we cannot assure you that we will remediate our material weaknesses

in a timely manner.

of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed

and implemented over key business cycles.

plan to hire additional personnel or consultant with relevant experience and qualifications to design and implement internal control

over key business cycles to strengthen the internal control system.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner.

Limitations Over Internal Controls

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reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Financial Officer

Li (Alice) Gong

Operation Officer

(“DK”) Liu — Chief Executive Officer, Director and Chairman

Liu has over 10 years of ground-up experience within the real estate development industry in the United States.

Three generations of

his family have been engaged in industrial industry.

Having grown up in the entrepreneurial environment, he took his family’s inherited

interest in machinery.

Practical experience in machinery made him proficient in mechanical principles, electronics principles, and hydraulic

transmission principles.

Prior to founding INNO, Mr.

Liu was the founder and CEO of WBBC Company, engaging in industrial products manufacturing,

international trades, and construction from October 2012 to October 2022.

Liu was also the CEO of Hwami Builder LLC from August 2018

to August 2020 and president at the real estate holdings company, Cube Development & Supply LLC from May 2019 to September 2020.

Concurrently in October 2019, he founded Inno Metal Studs Corp where he has served as CEO from its inception to the present day.

also served as the CEO and a Director of INNO from September 2021 to the present day.

He is the author of five mechanical-related pending

patents in the United States.

Liu obtained his A.S.

Degree in 2003 in Dalian, China, with a major in Mechanical and Electrical Engineering.

Wei — Chief Executive Officer, Director and Chairman

Wei, 44 years old, was appointed as our Chief Executive Officer, Director and Chairman on October 15, 2024.

In addition, Mr.

founder, chairman, and general manager of Yangzhou Ruide Fei Technology Co., Ltd.

and Yangzhou Yu Chen Saiwen Information Consulting

since July 2014, where he was responsible for business operation and corporation management, including strategic planning,

operations management, financial management, marketing, and team management.

From 2009 to 2013, Mr.

Wei served as the head of the administrative

department at HYVA MECHANICS (CHINA) CO., LTD., during which he was responsible for human resources support, office operations management,

team leadership, and compliance control.

From 2006 to 2009, Mr.

Wei was the deputy general manager and executive assistant to the chairman

at Yangzhou Gaoshi Glasses Co., Ltd., and her was responsible for overseeing daily operations across multiple departments, developing

and implementing organizational strategies, monitoring financial performance, and conducting performance evaluations.

bachelor’s degree in computer science and information systems from CARICH Education of New Zealand.

(Solomon) Li — Chief Financial Officer

Li is a highly accomplished finance professional with a diverse background spanning various prestigious institutions.

From November 2021

to the present July 2023, he has served as a licensed banker at both J.P Morgan Securities LLC and JPMorgan Chase Bank, N.A., where he

combined his matchless expertise in financial management, venture capital, and financial advisory to create real value for clients.

joining INNO HOLDINGS INC, Mr.

Li worked as an exclusive banker at J.P Morgan Securities LLC.

From October 2021 to December 2021, he

worked as a registered representative at Sutter Securities Inc, providing investment advice and navigating complex regulatory frameworks.

Prior to that, from November 2020 to December 2021, he worked as a registered representative at Boustead Securities, LLC, where he offered

investment, management, and consulting services to over 50 portfolio companies.

Li held leadership positions as Vice President

at both Multipoint Resources Management Corp, from April 2019 to December 2019, and CATHY LOGISTICS INC, from February 2019 to August

2019, where he demonstrated exceptional leadership skills and strategic decision-making abilities.

With a master’s Mr.

worked as an agent at Provident Real Estate from October 2019 to February 2022.

With a master’s degree in Business Administration

and holding the US Financial Industry Regulatory Agency Series 7 and 63 Securities licenses, Mr.

Li exemplifies professionalism and regulatory

compliance in his work.

Li, 36 years old, was appointed as our Chief Financial Officer on July 17,2023.

Li is a highly accomplished finance professional

with a diverse background spanning various prestigious institutions.

From November 2021 to July 2023, he has served as a licensed banker

at both J.P Morgan Securities LLC and JPMorgan Chase Bank, N.A., where he combined his matchless expertise in financial management, venture

capital, and financial advisory to create real value for clients.

Before joining INNO HOLDINGS INC, Mr.

Li worked as an exclusive banker

at J.P Morgan Securities LLC.

From October 2021 to December 2021, he worked as a registered representative at Sutter Securities Inc,

providing investment advice and navigating complex regulatory frameworks.

Prior to that, from November 2020 to December 2021, he worked

as a registered representative at Boustead Securities, LLC, where he offered investment, management, and consulting services to over

50 portfolio companies.

Li held leadership positions as Vice President at both Multipoint Resources Management Corp, from

April 2019 to December 2019, and CATHY LOGISTICS INC, from February 2019 to August 2019, where he demonstrated exceptional leadership

skills and strategic decision-making abilities.

With a master’s degree in Business Administration and holding the US Financial

Industry Regulatory Agency Series 7 and 63 Securities licenses, Mr.

Li exemplifies professionalism and regulatory compliance in his work.

Combining his extensive practical experience with his strong academic foundation, Mr.

Li is committed to delivering

exceptional financial solutions and building long-lasting client relationships.

Li (Alice) Gong — Chief Operation Officer

Gong has over 10 years of experience in the field of financial analysis, having collaborated with renowned research organizations including

Morningstar China where she was a data analyst from August 2007 to August 2008.

Prior to founding INNO, Dr.

Gong was a Graduate Research

and Teaching Assistant for the Ph.D.

Program of Applied Economics, Auburn University, in Alabama from August 2010 until May 2015.

also taught economics as an adjunct instructor at each of Herzing University and North American University from May 2016 to August 2016

and August 2021 to December 2021, respectively.

As the COO of INNO beginning in February 2023, and as General Manager of Inno Metal Studs

Corp from October 2020 to present, Dr.

Gong utilizes her deep understanding of economics to analyze current market trends, finding creative

ways to increase INNO’s profits and expand our consumer base.

Gong is responsible for our overall operations, including generating

revenue and controlling costs.

Her duties at INNO include managing staff, overseeing the budget, employing marketing strategies, and

many other facets of the business.

Gong obtained a Ph.D.

in Applied Economics from Auburn University in May 2015 and a Master of

Science in Finance from Auburn University in May 2010.

Liu — Director

Liu has more than 25 years of supply chain management experience, specifically in demand planning role.

Prior to joining the Board of

INNO in September of 2021, she worked at China National Petroleum Corporation, Dalian Branch from 1979-2010.

She is skilled at using

the analytical, marketing, and sales data of a company to effectively estimate future product demands.

She advises to develop effective

forecast models based on industry trends and demand patterns and support management with risk assessments and mitigation activities including

advising on planning inventory flow, analyzing statistical data, and generating forecasting solutions.

She received her A.S.

Mathematics in 1976 in Dalian, China.

(“John”) Zhang — Independent Director

Zhang has served as a member of the Board since December 18, 2023, the day on which the Company closed its IPO.

Zhang has extensive

experience providing professional services for large entities throughout his twelve plus years of public accounting careers.

2018 to June 2021, Mr.

Zhang served as audit manager and audit senior manager in KPMG’s Atlanta office leading the audit engagements

of a number of multi-billion companies in Metro Atlanta.

From October 2009 to September 2018, Mr.

Zhang served as senior auditor in Pershing

Yoakley & Associates, a healthcare accounting and consulting firm.

His experience included audit services for large manufacturing

companies, SEC filings, multi-hospital health systems, IFRS audits and local statuary audits.

Zhang also currently serves as Director

of Corporate Accounting of an industry leading packaging company, Altium Packaging LLC, overseeing the entire Corporate Accounting Team

in Atlanta, Georgia, starting from June 2021.

He received an MBA from East Tennessee State University in 2009 and a Master of Accountancy

from East Tennessee State University in 2008.

Sung — Independent Director

Sung has served as a member of the Board since December 18, 2023, the day on which the Company closed its IPO.

Sung has over 30 years

extensive experience in international trading and the construction industry.

In 2018, he founded his own kitchen cabinet company, Bravo

Home Products, Inc., and led the entire product development process, including design, manufacturing, and installation.

As an engineer,

he invented a hand-free classified dustbin device and still owns a patent in China for the device.

He is also a community leader actively

involved in the Chinese American Construction Professionals (“CACP”) organization where he serves as a communication coordinator.

CACP is a non-profit trade organization in Southern California dedicated to enhancing members’ competitive-ness in global and local

markets and providing networking opportunities for building and construction professionals.

CACP’s corporate members include SOUTHERN

CALIFORNIA EDISON, SoCalGas, Cathay Bank and Gensler.

He also has served as a Fellow for Chinese American Construction Professionals,

in California since 2015.

He received an A.A.

degree from Cypress College.

Haws, PE — Independent Director

Haws has served as a member of the Board since December 18, 2023, the day on which the Company closed its IPO.

Haws has experience

in commercial solutions and construction and building expertise.

Starting in August 2004, Mr.

Haws held various positions, including

most recently senior research engineer and director of commercial solutions, at Nucor Buildings Corp, in Denton, Texas before retiring

in August 2021.

Haws is currently the chair of the American Iron and Steel Institute (“AISI”) Committee on Specifications

and the AISI Standards Council.

He has held both positions since January 2017.

In his capacity as chair of the AISI Committee on Specifications

and the AISI Standards Council, he leads the effort to integrate building information modeling into the design and detailing process,

expands modeling to start at the estimate stage, and develops energy efficient systems to comply with increasingly more stringent energy

code requirements.

He was also chair of the Metal Building Manufacturers Association (“MBMA”) Energy Committee from April

2017 to May 2021.

He received a master’s degree in Civil Engineering from Youngstown State University in 1983.

Li is committed to delivering exceptional financial

solutions and building long-lasting client relationships.

Shao — Director

Shao, 33 years old, was appointed as a Director on October 23, 2024.

Shao served as internal auditor manager at Agile Group from

October 2021 to September 2024, where she was responsible for managing internal audit projects of corporation, including operational

auditing, risk assessment and management, internal control evaluation, compliance monitoring, and fraud detection.

From May 2019 to September

Shao held the position of internal auditor at Cedar Holdings, where she worked on internal audit tasks of corporation, including

risk assessment and management, operational audit, and internal control evaluation.

From August 2016 to April 2019, Ms.

Shao worked as

an auditor at PwC Mainland China.

Shao graduated from Jinan University in June 2016 with a master’s degree in accounting.

Qu — Independent Director

Qu, 58 years old, was appointed as a Director on October 15, 2024.

Qu served as an accountant of Shuangyashan Shijixing Construction

Engineering Co., Ltd.

from 2004 to 2022, where she was responsible for organizing financial information, preparing financial statements,

and providing financial analysis to help optimize financial structure and improve efficiency.

Qu graduated from Shuangyashan Radio

and Television University in 1993 with a bachelor’s degree in financial accounting.

Tu — Independent Director

Tao TU, age 44, was appointed as a Director on May 31, 2024.

Mr.Tu currently serves as the Director of Fuda Capital Ltd.

and as the Chief

Executive Officer at Jinyide Culture Media Co., Ltd., where he is responsible for strategic leadership, organizational management, external

representation, financial Performance, and corporate governance.

From 2017 to 2020, he served as the Chief Executive Officer at Jinyide

Jewelry Co., Ltd., where he was responsible for corporate governance, marketing and development, customer relationship, and organizational

Tu received his bachelor’s degree in Finance from the South-Central University for Nationalities.

Mo — Independent Director

Mo, 28 years old, was appointed as a Director on October 23, 2024.

Mo has been working at Shanghai Haineng Investment Consulting

Company as a Product Manager since February 2022, where he is primarily responsible for leading and managing investment projects, including

project screening, due diligence, financial analysis, risk assessment, project execution supervision, and post-project tracking and evaluation.

From June 2018 to January 2022, Mr.

Mo served as a Media Manager at Zhengzhou Houde Technology Co., Ltd., where he was primarily responsible

for developing and implementing media strategies, which include maintaining media relationships, content operations, user operations,

brand promotion, and commercial cooperation services.

Mo graduated from Zhengzhou Information Technology Vocational School in September

2017 with a bachelor’s degree in Investment and Finance.

Relationships

Board of Directors includes the mother of Dekui Liu, our Chief Executive Officer, Director and Chairman, Ying Liu.

are no familial relationships between the directors or executive officers of the Company.

Board has adopted a written code of business conduct and ethics (“Code of Ethics”) that applies to our directors, officers,

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on Form 10-K or by viewing it on our website found at https://www.innoholdings.com/code-of-business-conduct-and-ethics.

Trading Policy

officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading

The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the

misuse of material nonpublic information in the trading of our securities.

To ensure compliance with the Insider Trading Policy and applicable

federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries

must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading

plans that were preapproved.

Even during a trading window period, certain insiders, including our named executive officers and directors,

must comply with our designated pre-clearance policy prior to trading in our securities.

Leadership Structure and Risk Oversight

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Based on information provided by each director

concerning his or her background, employment and affiliations, our Board has determined that Xiaogang Zhang, Chen Sung and Richard B.

Haws are all independent directors of the Company.

concerning his or her background, employment and affiliations, our Board has determined that Yufang Qu, Tao Tu and Yongbo Mo are all

independent directors of the Company.

of the Board of Directors

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Each such committee has the composition and responsibilities described below:

audit committee consists of Xiaogang Zhang, Chen Sung and Richard B.

Chen Sung is the chairman of the audit committee.

our Board has determined that Xiaogang Zhang is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K

under the Securities Act of 1933, as amended, or the Securities Act.

The audit committee’s duties, which are specified in our Audit

Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether

the audited financial statements should be included in our annual disclosure report;

audit committee consists of Yufang Qu, Tao Tu and Yongbo Mo.

Yufang Qu is the chairman of the audit committee.

In addition, our Board

has determined that Yufang Qu is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities

Act of 1933, as amended, or the Securities Act.

The audit committee’s duties, which are specified in our Audit Committee Charter,

include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board

whether the audited financial statements should be included in our annual disclosure report;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

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that results in the individual’s financial sophistication.

compensation committee consists of Xiaogang Zhang, Chen Sung and Richard B.

Haws, each of whom is an independent director.

of our compensation committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act.

is the chairman of the compensation committee.

The compensation committee’s duties, which are specified in our Compensation Committee

Charter, include, but are not limited to:

compensation committee consists of Yufang Qu, Tao Tu and Yongbo Mo, each of whom is an independent director.

Each member of our compensation

committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act.

Yufang Qu is the chairman

of the compensation committee.

The compensation committee’s duties, which are specified in our Compensation Committee Charter,

include, but are not limited to:

approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

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our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years

prior to that time;

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2)

years prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be

associated with persons engaged in any such activity;

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to

be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

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violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil

money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

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(as defined in section 3(a)(26) of the Exchange Act), any registered entity (as defined in section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

Qualifications

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To our knowledge, based solely on a review of the copies of such reports

furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements

as of January 16, 2024 as follows:

furnished to us, the following former directors, former executive officers and former Ten Percent Holders did not comply with all Section

16(a) filing requirements during the fiscal year ended September 30, 2024 as follows:

Liu, Li, Sung, Zhang and Haws, and Mses.

Gong and Liu, filed their Form 3s late in 2023.

Liu Dekui filed his Form 4 late in 2024.

ZFounder Organization Inc.

and West Lake

filed their Form 3s late in 2024.

EXECUTIVE COMPENSATION

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2024 (“Fiscal Year 2024”) and the fiscal year ending September 30, 2023 (“Fiscal Year 2023”).

Fiscal Year 2023, the Company’s NEOs were:

Liu, Chief Executive Officer;

(Solomon) Li , Chief Financial Officer;

Li (Alice) Gong, Chief Operation Officer and General Manager of Inno Metal Studs Corp (a subsidiary of the Company);

Weston Twigg, former Chief Financial Officer.

Fiscal Year 2024 and 2023, the Company’s NEOs were:

Liu, former Chief Executive Officer;

(Solomon) Li, Chief Financial Officer and former Chief Executive Officer;

Li (Alice) Gong, former Chief Operation Officer and General Manager of Inno Metal Studs Corp (a subsidiary of the Company);

Twigg, former Chief Financial Officer.

objective of the compensation program of the Company and its subsidiaries (the “Company Group”) is to provide a total compensation

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and responsibilities.

For Fiscal Year 2023, the annual base salaries for Mr.

Twigg were $180,000, $100,347 and $250,000, respectively.

For Fiscal Year 2022, the annual salaries for Mr.

Gong were $80,000 and $100,347,

respectively.

Starting at the beginning of Fiscal Year 2023, Mr.

Liu agreed to a temporary delay in the payment of his base salary.

In June 2023, the Board approved of a temporary reduction in Mr.

Liu’s base salary for Fiscal Year 2023, from $80,000 to $11,000.

Starting Fiscal Year 2024, Mr.

Liu’s base salary returned to $80,000.

Cash Incentives.

During Fiscal Years 2023 and 2022, the Company Group did not grant any short-term cash bonuses to any of the NEOs.

During Fiscal Years 2024 and 2023, except for a one-time award of $50,000 to Mr.

Tianwei Li upon the consummation

of the IPO, the Company Group did not grant any short-term cash bonuses to any of the NEOs.

Equity Incentives.

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services rendered to the Company Group in all capacities in its Fiscal Years 2024 and 2023.

and Principal Position

Executive Officer

(Solomon) Li (2)

Financial Officer

Name and Principal

Chief Executive Officer

Dekui Liu (2)

Former Chief Executive

Tianwei (Solomon) Li (4)

Chief Financial Officer

and Former Chief Executive Officer

Li (Alice) Gong (5)

Operation Officer and General Manager of Inno Metal Studs Corp

Financial Officer (former)

See above description of Mr.

Liu’s base salary reduction for Fiscal Year 2023 above under “Compensation

Program – Base Salary.”

Former Chief Operation

Officer and General Manager of Inno Metal Studs Corp

Weston Twigg (6)

Former Chief Financial

On October 15, 2024, the Board appointed Ding Wei, to fill the Chief Executive Officer.

The Company will compensate Ding Wei for his

service as chief executive officer at a salary of $60,000 annually, subject to his continued service.

On May 31, 2024, Mr.

Liu resigned from his position as Chief Executive Officer, Chairman, and as a Director of the Board of the Company.

In June 2023, the Board approved a temporary reduction in Mr.

Liu’s base salary for Fiscal Year 2023, from $80,000 to $11,000.

On June 3, 2024, the Board appointed Tianwei Li as Chief Executive Officer of the Company and continue to serve as the Company’s

Chief Financial Officer following his appointment as Chief Executive Officer.

On October 15, 2024, Mr.

Li resigned from his position

as Chief Executive Officer of the Company and continues to serve as the Company’s Chief Financial Officer.

On October 15, 2024, Ms.

Gong resigned from her position as Chief Operations Officer.

Li was appointed Chief Financial Officer, effective July 17, 2023.

Twigg resigned from the Company, effective

July 3, 2023.

Since neither individual was a named executive officer before Fiscal Year 2023, only their Fiscal Year 2023 compensation

is reported in the table.

Twigg resigned from the Company, effective July 3, 2023.

Disclosure to the Summary Compensation Table

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Li was appointed by the Board to serve as the Company Group’s Chief Financial Officer.

Pursuant to the

terms of his Offer Letter with the Company, dated July 14, 2023 (the “Li Offer Letter”).

employment term will run from July 17, 2023 to July 17, 2024.

Pursuant to the terms

of his Offer Letter with the Company, dated July 14, 2023 (the “Li Offer Letter”).

Li’s initial employment term

will run from July 17, 2023 to July 17, 2024.

Starting July 17, 2024, his employment will be at-will.

the Offer Letter Mr.

Li will receive an annual base salary of $180,000 and be eligible for an annual performance-based bonus of

Company options worth $200,000 disbursed proportionally on a monthly basis, subject to the Omnibus Plan.

Subject to the consummation

of the IPO and pursuant to the Offer Letter, Mr.

Li is eligible for a one-time award of $50,000 within one week after consummation

of the IPO for pre-IPO consulting services provided.

The option awards and the IPO bonus of $50,000 have not been awarded as of the

date of this filing.

Li is also will be eligible to participate in all benefit plans generally offered to other senior

executives of the Company in similar positions and with similar responsibilities.

Pursuant to the Offer Letter Mr.

Li will receive an annual base salary of $180,000 and be eligible for an annual performance-based bonus of Company options worth $200,000

disbursed proportionally on a monthly basis, subject to the Omnibus Plan.

Subject to the consummation of the IPO and pursuant to the

Offer Letter, Mr.

Li is eligible for a one-time award of $50,000 within one week after consummation of the IPO for pre-IPO consulting

services provided.

The option awards have not been awarded as of the date of this filing.

The IPO bonus of $50,000 was paid on April

Li is also will be eligible to participate in all benefit plans generally offered to other senior executives of the Company

in similar positions and with similar responsibilities.

Omnibus Incentive Plan

Our Board adopted, and our shareholders approved,

the Inno Holdings, Inc.

2023 Omnibus Incentive Plan (the “Omnibus Plan”), effective July 18, 2023.

No incentive equity

awards have been granted under the Omnibus Plan as of the date hereof.

The purpose of the Omnibus Plan is to:

(i) encourage the profitability and

growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives;

(ii) give participants

an incentive for excellence in individual performance;

Board adopted, and our shareholders approved, the Inno Holdings, Inc.

2023 Omnibus Incentive Plan (the “Omnibus Plan”), effective

July 18, 2023.

No incentive equity awards have been granted under the Omnibus Plan as of the date hereof.

purpose of the Omnibus Plan is to:

(i) encourage the profitability and growth of the Company through short-term and long-term incentives

that are consistent with the Company’s objectives;

(ii) give participants an incentive for excellence in individual performance;

(iii) promote teamwork among its participants;

and (iv) give the Company a significant

advantage in attracting and retaining key employees, non-employee directors, and consultants.

To accomplish these purposes, the Omnibus

Plan provides for the grant of awards in the form of incentive stock options within the meaning of Section 422 of the Code, nonqualified

stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards (including performance shares,

performance units and performance bonus awards), and other stock-based or cash-based awards.

A total of 2,013,552 shares of common stock

was initially reserved and available for issuance under the Omnibus Plan.

and (iv) give the Company a significant advantage in attracting and retaining key employees,

non-employee directors, and consultants.

To accomplish these purposes, the Omnibus Plan provides for the grant of awards in the form

of incentive stock options within the meaning of Section 422 of the Code, nonqualified stock options, stock appreciation rights, restricted

stock, restricted stock units, performance-based awards (including performance shares, performance units and performance bonus awards),

and other stock-based or cash-based awards.

A total of 2,013,552 shares of common stock was initially reserved and available for issuance

under the Omnibus Plan.

Equity Awards at 2024 Fiscal Year-End

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Payments Upon Termination or Change in Control

Li, none of our NEOs were eligible for any potential payments upon any form of termination or resignation of employment or a

change in control of the Company if such event took place on September 30, 2023 or at any other point during Fiscal Year 2023.

Since Li Offer Letter provides for a one-year term, if Mr.

Li had been terminated by the Company on September 30,

2023, he would receive the balance of his base salary through the one-year anniversary of his start date.

Twigg did not receive any payments or benefits in connection with his resignation from the Company, effective July 3,

of September 30, 2024, none of our NEOs were eligible for any potential payments upon any form of termination or resignation of employment

or a change in control of the Company.

During Fiscal Years 2024 and 2023, none of our former NEOs received any payments or benefits in

connection with their resignation from the Company.

Compensation Table

of the independent directors are entitled to receive $10,000 in cash per quarter, subject to their continued service on the Board.

Liu and Ying Liu served as the Company’s non-employee directors during Fiscal Year 2023.

Neither of the Company’s

non-employee directors received any compensation related to the director’s Board service in Fiscal Year 2023 or had any

outstanding equity awards as of September 30, 2023.

Neither of the Company’s non-employee

directors received any compensation related to the director’s Board service in Fiscal Year 2023 and 2024 or had any outstanding

equity awards as of September 30, 2024.

Shaoren Liu resigned as a member of the Board, effective December 18, 2023.

On October 15,

Ying Liu resigned from her position as Chairwoman and a director of the Board.

Based Compensation Recoupment Policy

October 30, 2023, our Board of Directors adopted an executive compensation recoupment policy consistent with the requirements of the Exchange

Act Rule 10D-1 and listing standards of The Nasdaq Stock Market LLC thereunder, to help ensure that incentive compensation is paid based

on accurate financial and operating data, and the correct calculation of performance against incentive targets.

Our policy addresses

recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans,

in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud,

or intentional, willful or gross misconduct that contributed to the need for a financial restatement.

Growth Company Status

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being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory

audit firm rotation or providing a supplement to the auditor’s report regarding additional information about the audit and the

financial statements;

audit firm rotation or providing a supplement to the auditor’s report regarding additional information about the audit and

the financial statements;

disclosure obligations regarding executive compensation;

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which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time

within 60 days of January 16, 2024.

Except as otherwise indicated, we believe that the persons named in this table have sole voting

and investment power with respect to all shares of voting stock held by them.

Applicable percentage ownership in the following table

is based on 22,765,278 shares of common stock issued and outstanding and including 2,013,552 shares of common stock reserved for future

issuance under the Plan, plus, for each individual, any securities that individual has the right to acquire within 60 days of January

within 60 days of December 6, 2024.

Except as otherwise indicated, we believe that the persons named in this table have sole voting and

investment power with respect to all shares of voting stock held by them.

Applicable percentage ownership in the following table is based

on 3,057,043 shares of common stock issued and outstanding as of December 6, 2024.

the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power

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and Address of Beneficial Owner (1)

and Directors

Executive Officer, Director and Chairman

Financial Officer

Li (Alice) Gong

Operation Officer

and Directors as a Group (total of 7 persons)

Executive Officer, Director and Chairman

Organization Inc.

Officers and Directors

Chief Executive Officer, Director and Chairman

Chief Financial Officer

Independent Director

Officers and Directors as

a Group (total of 6 persons)

5%+ Stockholders

Lake Club Inc.

otherwise indicated, the business address for each of the individuals is 2465 Farm Market 359 South, Brookshire, TX 77423.

percentage of outstanding common stock includes 2,013,552 shares of common stock reserved for issuance under the Omnibus Plan.

business address for Zfounder Organization Inc.

is 12905 SW 42 nd St.

Unit 222 Miami, FL 33175.

owned by Wen Hua.

address for Changzheng Ye is Qianhai Maple Leaf Building, Tower A, 5F07, Shenzhen, Guangdong, China.

address for West Lake Club Inc.

is 14738 SW 23rd Street, Miami, FL 33185.

The foregoing information is based solely on Schedule 13D

of West Lake Club Inc.

filed on September 11, 2024, which we do not know or have reason to believe is not complete or accurate and

on which we are relying pursuant to applicable SEC regulations.

Compensation Plan Information

of September 30, 2023, there was no awards were issued by the Company under its equity compensation plan.

of September 30, 2024, no awards were issued by the Company under its equity compensation plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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of the foregoing had, or will have, a direct or indirect material interest.

Company borrows short term loans without interest from its majority shareholder and CEO, Mr.

Dekui Liu, for operation and cashflow needs

from time to time.

As of Septembere 30, 2023, the amount due to Mr.

Company borrows short term loans without interest from its Former CEO, Mr.

Dekui Liu, for operation and cashflow needs from time to time.

As of September 30, 2024, the amount due to Mr.

Liu was $2,000.

As of September 30, 2022, the outstanding balance

As of September 30, 2023, the amount due to Mr.

Liu was $327,372.

the year ended September 30, 2022, the Company engaged Yunited Assets LLC (“Yunited”), a limited liability company owned

Cheng Yu, the minority owner of the Company’s subsidiary, Inno Research Institute, for consultation services on a project-by-project

During the years ended September 30, 2023 and 2022, the Company recorded $4,375 and $19,950, respectively, of project-based consulting

service fees, included in cost of materials and labor.

During the years ended September 30, 2023 and 2022, the Company also recorded

$110,000 and $80,000 consulting fee to Yunited for Mr.

Yu’s daily operating services included in the general and administrative

As of September 30, 2023, the outstanding balance of accounts payable – related party due to Yunited was $50,000.

of September 30, 2022, there were no unpaid balances due to Yunited.

the year ended September 30, 2022, the Company purchased prefab home and other material and supplies from Baicheng Trading LLC, in which

the father of Mr.

Dekui Liu, the Company’s majority shareholder and CEO, is a director.

As of both September 30, 2023 and 2022,

the outstanding balance of accounts payable-related party was $485,595.

March 2022, the Company entered into an agreement with Wise Hill Inc.

(“Wise Hill”), a Florida corporation wholly owned by

a minority shareholder of the Company.

Pursuant to the agreement, the Company sold prefab home products of $250,000 to Wise Hill.

the year ended September 30, 2022, the Company recorded revenue-related party of $250,000.

As of September 30, 2023 and 2022, the outstanding

balance of accounts receivable — related party due from Wise Hill was $0 and $100,000, respectively.

March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a

minority shareholder of the Company.

In August 2023, all rights, obligations and interests under the agreement were subsequently assigned

by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision 101”).

Pursuant to the agreement, the Company

agreed to provide supplies and act as project developer for an amount equal to $15,875,800 plus applicable taxes.

Company engaged Yunited Assets LLC (“Yunited”), a limited liability company owned by Mr.

Cheng Yu, the minority owner of

the Company’s subsidiary, Inno Research Institute, for consultation services on a project-by-project basis.

During the year ended

September 30, 2023, no amount of revenue has been recognized.

the year ended September 30, 2023, the Company loaned $55,000 without interest from Zfounder Organization Inc., one of the Company’s

minority shareholders for operation and cashflow needs.

In addition, the Company loaned $222,000 without interest from Wise Hill Inc.,

a company owned by a minority shareholder of the Company who also serves as the CEO and Board member of Zfounder Organization Inc., for

operation and cashflow needs.

$100,000 of the advanced amounts have been considered as the payment of accounts receivable due from Wise

As of September 30, 2023, the outstanding balance due to Zfounder Organization Inc.

and Wise Hill Inc.

was $55,000 and $122,000,

respectively.

September 30, 2023, the Company recorded $4,375 of project-based consulting service fees and $110,000 consulting fee to Yunited for Mr.

Yu’s daily operating services included in the general and administrative expenses.

No such services have been provided for the

year ended September 30, 2024.

As of September 30, 2024 and 2023, the outstanding balance of accounts payable – related party due

to Yunited was $Nil and $50,000.

Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”),

a company with a director related to the Chairwoman.

During the year ended September 30, 2024, Baicheng provided the renovation design

services with a fee of $52,000.

Additionally, the Company prepaid $225,511 to Baicheng for roof materials for the factory improvement

As of September 30, 2024, the outstanding balance of prepayments to Baicehng was $225,511.

As of September 30, 2023, the outstanding

accounts payable-related party due to Baicheng was $485,595.

in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“Zfounder”),

one of the Company’s shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder of the

Company who also serves as the CEO and Board member of Zfounder.

The advanced amounts are non-interest bearing.

As of September 30, 2024,

the outstanding balance, due to Zfounder and Wise Hill, has been fully paid off.

As of September 30, 2023, the outstanding balance due

to Zfounder and Wise Hill, were $55,000 and $122,000, respectively.

March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a

former shareholder of the Company, who also serves as the CEO and Board member of Zfounder.

In August 2023, all rights, obligations and

interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision

Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount equal to $15,875,800

plus applicable taxes.

As of September 30, 2024, amount of $244,185 has been received and recorded as deferred revenue, and $Nil amount

of revenue has been recognized.

and Procedures for Related Person Transactions

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father-in-law, son-in-law, daughter-in-law, brother in-law or sister-in-law of a director, executive officer or a beneficial owner

of more than 5% of INNO’s voting securities, and any person (other than a tenant or employee) sharing the household of such director,

executive officer or beneficial owner of more than 5% of INNO’s voting securities;

of more than 5% of INNO’s voting securities, and any person (other than a tenant or employee) sharing the household of such

director, executive officer or beneficial owner of more than 5% of INNO’s voting securities;

firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

the years ended September 30, 2023 and 2022, the Company’s independent public accounting firm was TAAD LLP.

the years ended September 30, 2024 and 2023, the Company’s independent public accounting firms were Simon & Edward, LLP and

TAAD LLP, respectively.

Paid to Principal Independent Registered Public Accounting Firm

aggregate fees billed by our Independent Registered Public Accounting Firm, for the years ended September 30, 2024 and 2023 are as follows:

Related Fees (2)

other fees (4)

Audit Fees (1)

Audit Related Fees (2)

Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements

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as of the latest practicable date for this annual report.

Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit

or review of our financial statements and not reported above under “Audit Fees.”

Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the

audit or review of our financial statements and not reported above under “Audit Fees.”

did not provide us with tax compliance, tax advice or tax planning services

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following exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.

Amended and Restated Certificate of Formation dated July 14, 2023

Amended and Restated Bylaws of Inno Holdings Inc., dated December 18, 2023

Underwriter’s Warrant, dated December 18, 2023, issued by Inno Holdings Inc.

Form of Common Stock Certificate

Description of Inno Holding Inc.’s Capital Stock

Form of Indemnification Agreement

Development and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023.

Addendum to Development and Supply Agreement, by and among Vision Opportunity Fund LP, New Vision 101 LLC and Inno Metal Studs Corp, dated August 9, 2023.

Inno Holdings Inc.

and Restated Certificate of Formation dated July 14, 2023

and Restated Bylaws of Inno Holdings Inc., dated December 18, 2023

Underwriter’s

Warrant, dated December 18, 2023, issued by Inno Holdings Inc.

of Common Stock Certificate

of Inno Holding Inc.’s Capital Stock

of Indemnification Agreement

and Supply Agreement, by and between Vision Fund LP and Inno Metal Studs Corp, dated March 24, 2023.

to Development and Supply Agreement, by and among Vision Opportunity Fund LP, New Vision 101 LLC and Inno Metal Studs Corp, dated

August 9, 2023.

Holdings Inc.

2023 Omnibus Incentive Plan

Offer Letter, by and between Inno Holdings, Inc.

Letter, by and between Inno Holdings, Inc.

and Tianwei Li, dated July 14, 2023.

Agreement for Purchase and Sale and Escrow Instructions, dated January 4, 2024

January 16, 2024

Code of Business Conduct and Ethics

List of Subsidiaries of the Registrant

Power of Attorney (included in the signature page hereof).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

for Purchase and Sale and Escrow Instructions, dated January 4, 2024

Waiver of Underwriting Agreement, dated March 1, 2024, by and between the Company and the Representative.

Assumption Agreement, dated March 1, 2024, by and between the Company and the Representative

I, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory

II, dated September 6, 2024, by and between the Company, Zfounder, and each of the investors signatory thereto.

III, dated September 6, 2024, by and between the Company, Zfounder, West Lake Club, Next Level and each of the investors signatory

of Business Conduct and Ethics

Insider Trading Policy and Procedures

of Subsidiaries of the Registrant

Certification

of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

Inno Holdings Inc.

Holdings Inc.

Incentive Based Compensation Recoupment Policy

Audit Committee Charter

Compensation Committee Charter

Committee Charter

or furnished herewith.

of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

The omitted information is not material and would

likely cause competitive harm to the Company if publicly disclosed.

The Company agrees to furnish an unredacted copy to the SEC upon

The omitted information is not material and

would likely cause competitive harm to the Company if publicly disclosed.

The Company agrees to furnish an unredacted copy to the

SEC upon its request.

schedules and exhibits have been omitted in compliance with Regulation S-K Item 601(a)(5).

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any omitted schedule or exhibit to the SEC upon its request.

Subject to ongoing review.

FORM 10-K SUMMARY.

to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to

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Executive Officer (Principal Executive Officer)

December 9, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

4 unchanged sentences

Financial and Accounting Officer)

Xiaogang Zhang

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 9A. Controls and Procedures