UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
INNO
HOLDINGS INC.
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
4576JP
109
(CUSIP
Number)
Jia
Zhang
14738
SW 23rd Street
Miami,
FL 33185
626-620-8008
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
31, 2024
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provision of the Act (however, see the Notes).
| CUSIP
No. 4576JP 109 |
13D |
Page
2 of 5 Pages |
| 1.
|
Names
of Reporting Persons:
West
Lake Club Inc. |
| 2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Source
of Funds (See instructions)
OO |
| 5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
| 6. |
Citizenship
or Place of Organization:
United
States |
Number
of
shares
Beneficially
owned
By
each
reporting
Person
with:
|
7.
|
Sole
Voting Power:
0 |
| 8. |
Shared
Voting Power:
6,400,0001 |
| 9. |
Sole
Dispositive Power:
0 |
| 10. |
Shared
Dispositive Power:
6,400,0001 |
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
6,400,000 |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13. |
Percent
of Class Represented by Amount in Row (11):
30.84% |
| 14. |
Type
of Reporting Person (See Instructions):
CO |
| CUSIP No.
4576JP 109 |
13D |
Page
3 of 5 Pages |
| Item
1. | Security
and Issuer. |
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, no par value (the “Common Stock”),
of Inno Holdings Inc. (the “Issuer”), a Texas corporation. The address of the Issuer’s principal executive office is
2465 Farm Market 359 South, Brookshire, TX 77423.
| Item
2. | Identity
and Background. |
(a)
This Schedule 13D is filed by West Lake Club Inc. (“West Lake Club”) and Jia Zhang (collectively, with West Lake Club, the
“Reporting Persons”).
(b)
The business address of the Reporting Persons is 14738 SW 23rd Street, Miami, FL 33185.
(c)
The principal business of the Reporting Persons is to empowering small and medium-sized enterprises (SMEs) by providing comprehensive
educational services.
(d)
During the last five years, neither of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, neither of the Reporting Person was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f)
West Lake Club is a Florida non-profit corporation. Jia Zhang is a citizen of the People’s Republic of China.
| Item
3. | Source
and Amount of Funds or Other Consideration. |
On
May 31, 2024, West Lake Club received 6,400,000 shares of Common Stock as a charitable donation from Dekui Liu, the former Chief Executive
Officer of the Issuer, pursuant to a Stock Transfer Agreement, dated May 31, 2024, by and between the West Lake Club and Dekui
Liu (the “Stock Transfer Agreement”).
The
foregoing description of the Stock Transfer Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, which is attached as Exhibit 1.
| Item
4. |
Purpose
of the Transaction |
The
Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments
in the Issuer on a continuing basis. Either or both of the Reporting Persons may, directly or through one or more affiliates, from time
to time or at any time, acquire or seek to acquire additional Common stock either in the open market or in private transactions, or dispose
of or seek to dispose of or a portion of such Common Stock now owned or hereafter acquired. In addition, the Reporting Persons may, directly
or through one or more affiliates, from time to time or at any time, (i) engage in discussions with or make proposals to the Board of
the Issuer, other stockholders of the Issuer, and/or third parties or (ii) encourage, cause or seek to cause the Issuer or any of such
persons to consider or explore extraordinary corporate transactions involving the Issuer, including, among other things, a merger, reorganization,
consolidation, or other take-private transaction that could result in the delisting or deregistration of the Common Stock, sales or acquisition
of assets or businesses, joint ventures, changes to the Issuer’s capitalization or dividend policy, or other material changes to
the Issuer’s business or capital or governance structure. Any action or actions of the Reporting Persons may undertake with respect
to their investment in the Issuer will be dependent upon the Reporting Persons’ review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the
Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and
investment opportunities; and other future developments.
Except
as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described
herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change his position and/or change his purpose
and/or develop such plans and may seek to influence management of the Issuer or the board of directors of the Issuer with respect to
the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer,
or other persons.
| CUSIP No.
4576JP 109 |
13D |
Page
4 of 5 Pages |
| Item
5. | Interest
in Securities of the Issuer. |
(a)-(b)
As of the date hereof and as more fully described in Item 3 above, the Reporting Persons may be deemed to be the beneficial owners of
an aggregate of 6,400,000 shares over which she Li has shared voting and dispositive power.
The
6,400,000 shares of Common Stock beneficially owned by the Reporting Persons represent 30.84% of the issued and outstanding shares of
Common Stock based on 20,751,726 shares of Common Stock outstanding as of August 5, 2024 as set forth in the Issuer’s From 10-Q,
as filed with the Securities and Exchange Commission on August 12, 2024.
(c)
Other than as disclosed in this Schedule 13D, the Reporting Persons have not effected any transactions in the Issuer’s securities
within the past 60 days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of Common Stock held by the Reporting Persons.
(e)
Not applicable.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On
September 6, 2024, West Lake Club entered into an agreement to sell 640,000 shares of Common Stock to various investors, subject to a
number of material and yet to be completed closing conditions (“Securities Purchase Agreement”). The foregoing
description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Securities Purchase Agreement attached as Exhibit 2.
Except
as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships with respect
to the securities of the Issuer between any Reporting Person and any other person or entity.
| Item
7. | Material
to be filed as Exhibits. |
[The
signature page follows.]
| CUSIP No.
4576JP 109 |
13D |
Page
5 of 5 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
September 11, 2024
| |
West
Lake Club
|
| |
|
| |
By: |
/s/
Jia Zhang |
| |
Name: |
Jia
Zhang |
| |
Title: |
President |
| |
MS.
Jia Zhang |
| |
|
| |
By: |
/s/
Jia Zhang |
| |
Name: |
Jia
Zhang |
Exhibit
1
Exhibit
2
Exhibit 3
Inno (NASDAQ:INHD)
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From Oct 2024 to Nov 2024
Inno (NASDAQ:INHD)
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From Nov 2023 to Nov 2024
