INNO HOLDINGS INC美股招股说明书(2026-01-20版)

INNO HOLDINGS INC. INNO Holdings Inc. (the “Company” or “we” or “our” or “us”) is offering 1,332,000 shares (“Shares”) of the Company’s CommonStock, no par value (“Common Stock”) at an offering price of $0.55 per Share, pursuant to a Securities Purchase Agreement dated asof January 16, 2026 (the “SPA”) that we have entered into with each of certain investors (each, an “Investor” and collectively, the Our shares of Common Stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “INHD.” On January 14, 2026,the last reported sale price of our Common Stock on Nasdaq was $1.37 per share. As of December 15, 2025, the date we filed ourlatest annual report on Form 10-K for the fiscal year ended September 30, 2025, the aggregate market value of our outstandingCommon Stock held by non-affiliates was approximately $117,296,550, which we calculated based on 97,948,480 outstanding shares As of the date of this prospectus supplement, we have offered an aggregate of approximately $39,435,000 of securities pursuant to ourregistration statement on Form S-3 (File No. 333-284054) filed with the U.S. Securities and Exchange Commission (“SEC”) onDecember 26, 2024 and declared effective by the SEC on January 10, 2025, including: (i) $529,000 of shares pursuant to a ProspectusSupplement filed on June 4, 2025; (ii) $1,200,000 of shares pursuant to a Prospectus Supplement filed on June 17, 2025; (iii)$1,536,000 of shares pursuant to a Prospectus Supplement filed on August 26, 2025; (iv) $7,200,000 of securities (comprising shares We intend to use the proceeds from this offering for general corporate purposes, including working capital, daily operations andbusiness expansions. See “Use of Proceeds.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-10 of this prospectussupplement for a discussion of information that should be considered in connection with an investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of2012, and have elected to comply with certain reduced public company reporting requirements. The delivery to purchasers of the securities being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about January 23, 2026, subject to satisfaction of certain customary closing The date of this prospectus supplement is January 20, 2026 WHERE YOU CAN FIND ADDITIONAL INFORMATION INFORMATION INCORPORATED BY REFERENCE You should rely only on the information contained or incorporated by reference in this prospectus supplement or any prospectussupplement or amendment thereof. We have not authorized any other person to provide you with information that is different from, oradds to, that contained in this prospectus supplement or the accompanying prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. We do not take responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. You should assume that the information contained in this prospectus supplement or No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 (File No. 333-284054) that we filed with the Securities and Exchange Commission, or the SEC, and was declared effective by the SEC on January10, 2025. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceherein or therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to thisprospectus in this prospectus supplement, we are referring to both parts of this document combined. If the description of this offeringvaries between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distributionof this prospectus supplement and the accompanying prospectus and the offering of the shares of common in certain jurisdictions maybe restricted by law. Persons outside the United States who come into