What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-15 compared with 2024-12-09 · 401 added, 306 removed, 318 unchanged (69% of the section changed)

CONTROLS AND PROCEDURES

annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and

Exchange Commission for newly public companies.

Report on Internal Control over Financial Reporting

Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as

a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar

functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

We continue to review our internal control over financial

reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our

the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control

— Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

on the control deficiencies identified during this evaluation and set forth below, our senior management has concluded that we did not

maintain effective internal control over financial reporting as of September 30, 2025 due to the existence of a material weakness in

internal control over financial reporting as described below.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weakness identified relates to lack 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, and lack of sufficient in-house accounting

personnel with the requisite knowledge and experience in the application of U.S.

We have initiated remediation efforts, including

engaging external consultants and will continue to monitor and enhance our internal controls.

Controls and Procedures

evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer,

of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

of the Exchange Act) as of the end of the period covered by this Annual Report.

Based on that evaluation, our management, including our

Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2024, our disclosure controls and procedures

were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses

in our internal controls described below.

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.

of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report.

Based on that evaluation, our management,

including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2025, our disclosure controls

and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms due to material weaknesses in our internal controls described below.

Lack 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.

Lack of sufficient in-house accounting personnel with the requisite knowledge and experience in the application of U.S.

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.

over key business cycles to strengthen the internal control system, and plan to hire additional in-house accounting personnel with the

requisite knowledge and experience in the application of U.S.

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

weaknesses in a timely manner.

Limitations Over Internal Controls

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in Internal Control over Financial Reporting

have made no change in our internal control over financial reporting during the last fiscal year that has materially affected, or is

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

than the ongoing remediation efforts described above, we have made no change in our internal control over financial reporting during

the last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial

OTHER INFORMATION

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following are our executive officers and directors and their respective ages and positions as of the date of this annual report.

Executive Officer, Director and Chairman

Financial Officer

Chief Executive Officer,

Director and Chairman

Chief Financial Officer

Independent Director

Wei — Chief Executive Officer, Director and Chairman

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

(Solomon) Li — Chief Financial Officer

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.

Shao — Director

Shao — Chief Financial Officer and Director

Shao, 34 years old, was appointed as a Director on October 23, 2024.

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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

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and

the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls

or reports which raise material issues regarding our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

reviewing 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;

discussing with management

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

discussing with management

major risk assessment and risk management policies;

monitoring the independence

of the independent auditor;

verifying the rotation

of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing

the audit as required by law;

reviewing and approving

all related-party transactions;

inquiring and discussing

with management our compliance with applicable laws and regulations;

preapproving all audit

services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

appointing or replacing

the independent auditor;

determining the compensation

and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures

for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports

which raise material issues regarding our financial statements or accounting policies;

approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

audit committee is composed exclusively of “independent directors” who are “financially literate” as defined

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include, but are not limited to:

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

our equity compensation plans;

and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans;

and reviews general policies relating to compensation and benefits of our employees.

reviews, approves and determines,

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

administers our equity

compensation plans;

reviews and approves, or

makes recommendations to our Board, regarding incentive compensation and equity compensation plans;

establishes and reviews

general policies relating to compensation and benefits of our employees.

in Certain Legal Proceedings

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

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;

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;

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

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged

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

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

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(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.

been convicted in a criminal

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

had 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;

been 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;

been found by a court of

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

state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or

a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged 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 mail or wire

fraud or fraud in connection with any business entity;

been the subject of, or

a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (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.

Qualifications

accordance with its charter, our nominating and corporate governance committee develops and recommends to our board of directors appropriate

criteria, including desired qualifications, expertise, skills and characteristics, for selection of new directors and periodically reviews

the criteria adopted by our board of directors and, if appropriate, recommends changes to such criteria.

board of directors desires to seek members from diverse professional backgrounds who combine a strong professional reputation and knowledge

of our business and industry with a reputation for integrity.

Our board of directors does not have a formal policy with respect to diversity

and inclusion but is in process of establishing a policy on diversity.

Diversity of experience, expertise and viewpoints is one of many

factors the nominating and corporate governance committee considers when recommending director nominees to our board of directors.

our board of directors seeks highly qualified women and individuals from minority groups to include in the pool from which new candidates

are selected.

Our board of directors also seeks members that have experience in positions with a high degree of responsibility or are,

or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different

backgrounds, based upon the contributions they can make to our company.

We believe that our current board composition reflects our commitment

to diversity in the areas of professional background.

Company does not have a standing nominating committee.

Instead, our independent directors collectively fulfill the responsibilities that

would otherwise be assigned to a nominating and corporate governance committee, including developing and recommending to our board of

directors appropriate criteria, including desired qualifications, expertise, skills and characteristics, for selection of new directors

and periodically reviews the criteria adopted by our board of directors and, if appropriate, recommends changes to such criteria.

Board believes that this approach is appropriate given the Company’s size, board composition and current governance structure.

Section 16(a) Reports

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

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.

furnished to us, the following former directors, during the fiscal year ended September 30, 2025, all Section 16(a) filing requirements

applicable to our executive officers, directors and Ten Percent Holders were complied with, with the exception of the following:

Late Reports (1)

Number of Transactions

Not Timely Reported

Failure to file

Requested Forms (1)

to file Form 4 - Statement of Changes in Beneficial Ownership.

above individuals have each confirmed with the Company that they intend to complete filings of the delinquent Section 16(a) reports as

soon as commercially practicable.

EXECUTIVE COMPENSATION

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Fiscal Year 2025 and 2024, 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.

Dekui Liu, former Chief

Executive Officer;

Tianwei (Solomon) Li, former

Chief Financial Officer and former Chief Executive Officer;

Li (Alice) Gong, former

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

Ding Wei, Chief Executive

Mengshu Shao, Chief Executive

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

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short- and long-term business strategies and reward NEOs for performance.

Each of the NEOs is paid a base salary commensurate with the executive’s skill set, experience, performance, role

and responsibilities.

Cash Incentives.

of the NEOs is paid a base salary commensurate with the executive’s skill set, experience, performance, role and responsibilities.

Short-Term Cash Incentives.

During Fiscal Years 2025 and 2024, 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.

During Fiscal Years 2024 and 2023, the Company Group did not grant any incentive equity awards to any of the

Tianwei Li upon the consummation of the IPO,

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

Stock Awards.

Fiscal Years 2025 and 2024, the Company Group granted incentive stock awards, pursuant to the Omnibus Incentive Plan, to NEOs including

150,000 shares of our common stock to Ding Wei, and 51,355 shares of our common stock to Mengshu Shao.

Compensation Table

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services rendered to the Company Group in all capacities in its Fiscal Years 2025 and 2024.

Name and Principal

Name and Principal Position

Chief Executive Officer

Mengshu Shao (2)

Chief Financial Officer

Dekui Liu (3)

Former Chief Executive

Former Chief Executive Officer

Tianwei (Solomon) Li (4)

Chief Financial Officer

and Former Chief Executive Officer

Former Chief Financial Officer and Former Chief Executive Officer

Li (Alice) Gong (5)

Former Chief Operation

Officer and General Manager of Inno Metal Studs Corp

Weston Twigg (6)

Former Chief Financial

Former Chief Operation Officer and General Manager of Inno Metal Studs Corp

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

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

On January 3, 2025, the Board appointed Mengshu Shao, to fill the Chief Financial Officer.

The Company will compensate Mengshu Shao for

her service as chief financial officer at a salary of $60,000 annually, subject to her 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.

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

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

On June 3, 2024, the Board appointed Mr.

Li as Chief Executive

Officer of the Company and continued to serve as the Company’s Chief Financial Officer following his appointment as Chief Executive

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.

Li resigned from his position as Chief Executive Officer of the Company.

On January 3, 2025, Mr.

resigned from his position as Chief Financial Officer of the Company.

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.

Gong resigned from her position as Chief Operations Officer of the Company.

Disclosure to the Summary Compensation Table

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with our NEOs

Li, our NEOs not currently subject to an employment agreement with the Company Group.

than Ding Wei and Mengshu Shao, our NEOs not currently subject to an employment agreement with the Company Group.

July 17, 2023, Mr.

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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;

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

effective July 18, 2023.

The purpose of the 2023 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 2023 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 201,355 shares of common stock

(or 2,013,552 shares of common stock before the Reverse Stock Split) was initially reserved and available for issuance under the 2023

Omnibus Plan.

of the incentive equity awards under the 2023 Omnibus Plan have been granted in January 2025, including 150,000 shares of our common

stock to Ding Wei, and 51,355 shares of our common stock to Mengshu Shao.

Omnibus Incentive Plan

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

2025 Omnibus Incentive Plan (the “2025 Omnibus Plan”),

effective March 17, 2025.

The purpose of the 2025 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 2025 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 880,000 shares of common stock

was initially reserved and available for issuance under the 2025 Omnibus Plan.

of the incentive equity awards under the 2025 Omnibus Plan have been granted in May 2025 to our non-NEO employees.

Equity Awards at 2025 Fiscal Year-End

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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 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.

of the Company’s non-employee directors received any compensation related to the director’s Board service in Fiscal Year

2025 and 2024 or had any outstanding equity awards as of September 30, 2025.

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.

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.

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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exemptions include:

permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,

with reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures;

being required to comply with the requirement of an auditor needing to attest to our internal controls over financial reporting;

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;

disclosure obligations regarding executive compensation;

being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

being permitted to provide

only two years of audited financial statements, in addition to any required unaudited interim financial statements, with reduced

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures;

not being required to comply

with the requirement of an auditor needing to attest to our internal controls over financial reporting;

not 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;

reduced disclosure obligations

regarding executive compensation;

not being required to hold

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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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 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.

within 60 days of September 30, 2025.

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 97,948,480 shares of common stock issued and outstanding as of December 15, 2025.

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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subsequent date result in a change in control of the Company.

and Address of Beneficial Owner (1)

Name and Address of Beneficial Owner (1)

Beneficially owned

Officers and Directors

Chief Executive Officer, Director and Chairman

Chief Financial Officer

Chief Financial Officer and Director

Independent Director

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Independent Director

Officers and Directors as

a Group (total of 6 persons)

Officers and Directors as a Group (total of five 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.

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.

Unless otherwise indicated,

the business address for each of the individuals is RM1, 5/F, No.

43 Hung To Road, Kwun Tong, Kowloon, Hong Kong 999077.

Compensation Plan Information

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

of September 30, 2025, a total of 1,081,355 shares of common stock awards were issued by the Company under its equity compensation plan,

A total of 201,355 shares

of common stock under the 2023 Omnibus Plan were granted in January 2025, including 150,000 shares of common stock to Ding Wei, and

51,355 shares of our common stock to Mengshu Shao;

A total of 880,000 shares

of common stock under the 2025 Omnibus Plan were granted in May 2025, including 880,000 shares of common stock to non-NEO employees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

described below, during the last two fiscal years, there are no transactions or series of similar transactions to which we were a party

or will be a party, in which:

amounts involved exceed or will exceed $120,000;

of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any

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

described below, from October 1, 2024 till September 30, 2025, there are no existing or currently proposed transactions or series of

similar transactions to which we were a party or will be a party, in which:

the amounts involved exceed

or will exceed $120,000;

any of our directors, executive

officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will

have, a direct or indirect material interest.

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, 2023, the amount due to Mr.

Liu was $327,372.

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, 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.

As of September 30, 2025 and 2024, the amount due to Mr.

Liu was $Nil and $1,000, respectively.

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.

one of the Company’s minority 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

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.

30, 2025 and 2024, the outstanding balance, due to Zfounder and Wise Hill, were $Nil and $Nil, respectively.

During the year ended September

31, 2025, other income of employee lease service from Zfounder was $34,000.

Zfounder was a principal shareholder of the Company as of

September 30, 2024.

In October 2024, Zfounder sold most of its shares of the Company to third parties, after which it became a minority

shareholder of the Company, so both Zfounder and Wise Hill are no longer considered as related parties of the Company.

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.

minority 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 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.

As of September 30, 2025, the outstanding balance, due to Zfounder was $Nil and $Nil amount

of revenue has been recognized during the year ended September 30, 2025.

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 during the year ended September 30, 2024.

is now a minority shareholder of the Company and the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp

on March 4, 2025, Vision 101 is no longer considered as related parties of the Company.

October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15% ownership interest in Core

During the year ended September 30, 2025, other income of employee lease service from Core Modu was $15,000.

On March 28, 2025,

the Company agreed to sell all of the membership interest it owns in Core Modu LLC, which represents 15% of the outstanding membership

interest in Core Modu LLC.

Core Modu LLC is no longer considered as related parties of the Company.

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

a company with a director related to the former Chairwoman.

As of September 30, 2025 and 2024, the outstanding balance of prepayments

to Baicheng was $Nil and $225,511, respectively.

As the former Chairwoman resigned from her position of the Company in October 2024,

Baicheng is no longer considered as a related party of the Company.

and Procedures for Related Person Transactions

5 unchanged sentences

A “related person” means:

person who is, or at any time during the applicable period was, one of INNO’s executive officers or directors;

person who is known by INNO to be the beneficial owner of more than 5% of INNO’s voting securities;

immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,

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;

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

which such person has a 10% or greater beneficial ownership interest.

any person who is, or at

any time during the applicable period was, one of INNO’s executive officers or directors;

any person who is known

by INNO to be the beneficial owner of more than 5% of INNO’s voting securities;

any immediate family member

of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, 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;

any firm, corporation or

other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has

a 10% or greater beneficial ownership interest.

intend to establish policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have

7 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

TAAD LLP, respectively.

the years ended September 30, 2025 and 2024, the Company’s independent public accounting firms were JWF Assurance PAC and Simon

& Edward, LLP, respectively.

Paid to Principal Independent Registered Public Accounting Firm

2 unchanged sentences

Audit Related Fees (2)

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

and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory

filings or engagements including comfort letters, consents and other services related to SEC matters.

This information is presented

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.”

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

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately

preceding three categories.

All other fees (3)

(1) Audit fees

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

of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or

engagements including comfort letters, consents and other services related to SEC matters.

This information is presented as of the

latest practicable date for this annual report.

(2) 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.”

(3) All other

fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding

three categories.

No such fees were incurred during the fiscal years ended September 30, 2025 and 2024.

5 unchanged sentences

following documents are filed as part of this report:

(a) Documents filed as part of this report

Financial Statements

financial statements of the Company as set forth under Item 8 of this Annual Report on Form 10-K.

financial statements of the Company are as set forth under Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules

2 unchanged sentences

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

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.

Amended and Restated Certificate of Formation dated July 14, 2023

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

Certificate of Amendment to the Amended and Restated Certificate of Formation, dated October 8, 2024

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

December 18, 2023

Form of Common Stock Certificate

October 20, 2023

Description of Inno Holding Inc.’s Capital Stock

January 16, 2024

Form of Indemnification Agreement

October 20, 2023

Inno Holdings Inc.

2023 Omnibus Incentive Plan

Letter, by and between Inno Holdings, Inc.

and Tianwei Li, dated July 14, 2023.

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

January 16, 2024

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

March 4, 2024

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

March 4, 2024

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

September 12, 2024

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

September 12, 2024

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

September 12, 2024

Form of Securities Purchase Agreement, by and between the Company and certain investors, dated October 31, 2024

November 1, 2024

Form of Registration Rights Agreement, by and between the Company and certain investors, dated October 31, 2024

November 1, 2024

Form of Securities Purchase Agreement, by and between the Company and certain investors, dated November 13, 2024

November 19, 2024

Form of Registration Rights Agreement, by and between the Company and certain investors, dated November 13, 2024

November 19, 2024

Form of Securities Purchase Agreement, by and between the Company and certain investors, dated December 11, 2024

December 13, 2024

Form of Registration Rights Agreement, by and between the Company and certain investors, dated December 11, 2024

December 13, 2024

Standby Equity Purchase Agreement dated January 28, 2025, between Inno Holdings Inc.

and the Investors

January 29, 2025

Share Purchase Agreement, dated March 4, 2025, by and among Architectix Limited, Inno Holdings Inc., Inno Metal Studs Corp, and Inno AI Tech Corp

March 10, 2025

Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Core Modu LLC

March 31, 2025

Membership Interest Purchase Agreement, dated March 28, 2025, by and among Inno Holdings Inc., the Buyer and Castor Building Tech LLC

March 31, 2025

Form of Securities Purchase Agreement, by and between the Company and certain investors, dated June 2, 2025

Standby Equity Purchase Agreement dated July 4, 2025, between Inno Holdings Inc.

and the Investors

Form of Securities Purchase Agreement, dated September 10, 2025, by and between Inno Holdings Inc.

and certain institutional investors

September 11, 2025

Placement Agent Agreement, dated September 9, 2025, by and between Inno Holdings Inc.

and Aegis Capital Corp.

September 11, 2025

Form of Pre-Funded Warrant

September 11, 2025

Lease Agreement

Form of Standard Sales of Goods Agreement with Top Customers for the year ended September 30, 2025

Procurement Contract with Top 1 Supplier for the year ended September 30, 2025

Procurement Contract with Top 2 Supplier for the year ended September 30, 2025

Sales Agreement, dated November 12, 2025, by and between Inno Holdings Inc.

and Aegis Capital Corp.

November 13, 2025

Code 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.

List of Subsidiaries of the Registrant

Consent of Simon & Edward, LLP

Consent of JWF Assurance PAC

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 2002

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 2002

Holdings Inc.

Inno Holdings Inc.

Incentive Based Compensation Recoupment Policy

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 its request.

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

The Company agrees to furnish a copy of

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

Audit Committee Charter

Compensation Committee Charter

Filed or furnished

Portions 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 its request.

Certain schedules and exhibits

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

The Company agrees to furnish a copy of any omitted schedule

or exhibit to the SEC upon its request.

FORM 10-K SUMMARY.

1 unchanged sentence

be signed on its behalf by the undersigned, thereunto duly authorized.

HOLDINGS, INC.

Executive Officer (Principal Executive Officer)

INNO HOLDINGS,

Chief Executive Officer (Principal Executive Officer)

December 15, 2025

1 unchanged sentence

registrant and in the capacities and on the dates indicated.

Executive Officer, Director and Chairman

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Executive Officer, Director and Chairman

December 15, 2025

(Principal Executive Officer)

Chief Financial Officer and Director

December 15, 2025

(Principal Financial and Accounting Officer)

December 15, 2025

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