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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2025

INNO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Texas |  | 001-41882 |  | 87-4294543
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer ID No.)

RM1, 5/F, No. 43 Hung To Road Kwun Tong, Kowloon, Hong Kong |  | 999077
(Address of principal executive offices) |  | (Zip Code)

+852-54795450

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, no par value |  | INHD |  | The Nasdaq Stock Market LLC

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 18, 2025, Inno Holdings Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Formations of the Company with the Secretary of State of the State of Texas (the “Certificate of Amendment”) that provides for a 1-for-24 reverse stock split (the “Split”) of its shares of common stock, with no par value (the “Common Stock”) that became effective at 12:01 a.m. on December 22, 2025. No fractional shares will be issued in connection with the Split and fractional amounts will be rounded up to the next highest whole number at the participant level.

As a result of the Split, the number of issued and outstanding shares of common stock reduced from 97,948,480 shares to approximately 4,081,224 shares, which includes 37 participant-level round-up shares that will be issued.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
3.1 |  | Certificate of Amendment filed with the Secretary of State of the State of Texas on December 18, 2025
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| INNO HOLDINGS Inc.
Date: December 22, 2025 | By: | /s/ Ding Wei
| Name: | Ding Wei
| Title: | Chief Executive Officer

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