6-K
ReTo Eco-Solutions, Inc. (RETO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of March 2025
Commissionfile number: 001-38307
RETOECO-SOLUTIONS, INC.
(Registrant’s name)
X-702,60 Anli Road, Chaoyang District, Beijing
People’sRepublic of China 100101
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATIONCONTAINED IN THIS REPORT ON FORM 6-K
Changeof Par Value of Class A Shares
As previously disclosed in the report on Form 6-K of ReTo Eco-Solutions, Inc. (the “Company”) as furnished with the U.S. Securities and Exchange Commission on March 4, 2025, the board of directors of the Company (the “Board”) approved a share combination of the Company’s Class A shares (“Class A Shares”) at a ratio of 10-to-1, resulting in a change in the par value of Class A Shares from $0.1 per share to $1.0 per share (the “Par Value Change”). The Board also approved an amendment to the Company’s Amended and Restated Memorandum of Association to reflect the Par Value Change, which became effective upon the registration by the British Virgin Islands Registrar of Corporate Affairs as filed on March 7, 2025, as set forth in Exhibit 3.1 hereto.
INCORPORATIONBY REFERENCE
This Form 6-K and the exhibit thereto, including any amendment and report filed for the purpose of updating such document, shall be deemed to be incorporated by reference into each of (i) the registration statement on Form F-3, as amended (File No. 333-267101), of the Company, (ii) the registration statement on Form S-8, as amended (File No. 333-270355), of the Company, and (iii) the registration statement on Form S-8 (File No. 333-280119), of the Company and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 3.1 | Amendment to Amended<br> and Restated Memorandum of Association |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RETO ECO-SOLUTIONS, INC. | |
|---|---|
| By: | /s/ Hengfang<br> Li |
| Hengfang Li | |
| Chief Executive Officer |
Dated: March 12, 2025
2
Exhibit 3.1
Company Number: 1885527 ReTo Eco-Solutions, Inc. CERTIFIED COPY OF EXTRACT OF RESOLUTIONS ADOPTED BY THE DIRECTORS PURSUANT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY ON THE 11TH DAY OF FEBRUARY, 2025 Vistra (BVI) Limited Registered Agent (Resolutions dated 11th day of February, 2025 and filed on 7th day of March, 2025)