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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
X-702, 60 Anli Road, Chaoyang District, Beijing
People’s Republic 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 ☐
The board of directors of ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company” or “ReTo”), approved a share combination (the “Share Combination”) of the Company’s Class A shares, no par value (the “Class A Shares”), at a ratio of 5-to-1 so that every five shares (or part thereof) are combined into one (1) share (with the fractional shares rounding up to the next whole share). The Class A Shares will begin trading on the Nasdaq Stock Market on a post Share Combination basis on November 3, 2025. There will be no change to the par value of the Class A Shares, which will remain as no par value following the Share Combination. As a result of the Share Combination, the number of issued and outstanding Class A Shares will be reduced from 7,327,491 to approximately 1,465,498.
On October 29, 2025, the Company issued a press release announcing the Share Combination. A copy of the press release is attached hereto as Exhibit 99.1.
INCORPORATION BY REFERENCE
This Form 6-K and the exhibit thereto 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 ReTo, (ii) the registration statement on Form F-3 (File No. 333-282314), of ReTo, (iii) the registration statement on Form S-8, as amended (File No. 333-270355), of ReTo, and (iv) the registration statement on Form S-8 (File No. 333-280119), of ReTo and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 99.1 | Press Release dated October 29, 2025 |
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/ Xinyang Li | |
| Xinyang Li | ||
| Chief Executive Officer | ||
Dated: October 30, 2025
Exhibit 99.1
ReTo Eco-Solutions, Inc. Announces Share Combination
BEIJING, CHINA – October 29, 2025 – ReTo Eco-Solutions, Inc. (Nasdaq: RETO) (“ReTo” or the “Company”) today announced that its board of directors approved a combination of its Class A shares, no par value (the “Class A Shares”) on a five-to-one basis (the “Share Combination”). The Class A Shares will begin trading on a post combination basis on November 3, 2025.
As a result of the Share Combination, each five (5) pre-combination Class A Shares will be automatically combined into one (1) Class A Share without any action on the part of the holders, with the number of issued and outstanding Class A Shares reduced from 7,327,491 to approximately 1,465,498. There will be no change to the par value of the Class A Shares, which will remain as no par value following the Share Combination. The Class A Shares will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RETO” under a new CUSIP number – G75271133. The Share Combination is intended to increase the market price per share of the Class A Shares to allow the Company to maintain its Nasdaq listing.
No fractional shares will be issued as a result of the Share Combination. Shareholders who otherwise would be entitled to a fractional share because they hold a number of Class A Shares not evenly divisible by five will automatically be entitled to receive an additional share of the Class A Shares.
The Share Combination will not be submitted to a vote of the Company’s shareholders as shareholder approval is not required under the laws of the British Virgin Islands.
The Company’s transfer agent, VStock Transfer, LLC, will act as the exchange agent. Adjustments made to Class A shares represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please contact VStock Transfer, LLC for further information at (212) 828-8436.
About ReTo Eco-Solutions, Inc.
Founded in 1999, ReTo Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the research and development, manufacture and sales of ecological environment protection equipment and intelligent equipment. The Company provides consultation, design, implementation and installation of its equipment and related parts, as well as engineering support and technical advice and services. For more information, please visit: http://en.retoeco.com.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. The Company’s actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties. For example, there can be no assurance that the Company will remain in compliance and maintain its listing on Nasdaq. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
ReTo Eco-Solutions, Inc.
Tel: +86-010-64827328
Email: ir@retoeco.com or 310@reit.cc