UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant's name)
c/o Beijing REIT Technology Development Co.,Ltd.
X-702, Tower A, 60 Anli Road, Chaoyang District,Beijing
People's Republic of China 100101
(Address of principal executive office)
Indicate by check mark whether the registrantfiles or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark if the registrant is submittingthe Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submittingthe Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Explanatory Note:
This Amendment No. 1 to Reportof Foreign Private Issuer on Form 6-K/A of ReTo
Eco-Solutions, Inc., a British Virgin Islands company (the "Company"), isbeing
furnished to amend the Company's previously furnished Report of Foreign
Private Issuer on Form 6-K with the Securities andExchange Commission on May
9, 2023, in order to correct the market effective date of the Company's share
combination from May 12,2023 to May 15, 2023.
On May 12, 2023, the Companyissued a press release announcing the share
combination with the corrected market effective date. A copy of the press
release is attachedhereto as Exhibit 99.1.
1
EXHIBIT INDEX
Number Description of Exhibit
99.1 Press Release dated May 12, 2023
2
SIGNATURES
Pursuant to the requirementsof the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereuntoduly authorized.
RETO ECO-SOLUTIONS, INC.
By: /s/ Hengfang Li
Hengfang Li
Chief Executive Officer
Dated: May 12, 2023
3
Exhibit 99.1
ReTo Eco-Solutions, Inc. Announces CorrectedMarket Effective Date for Share
Combination
BEIJING, CHINA - May 12, 2023 - ReToEco-Solutions, Inc. (Nasdaq: RETO) ("ReTo"
or the "Company"), a provider of technology solutions and operationservices
for intelligent ecological environments and roadside assistance services and
software development services in China, today announcedthat its common shares
will begin trading on a post-share combination basis on the Nasdaq Capital
Market ("Nasdaq") on May15, 2023 instead of May 12, 2023 as previously
announced.
On May 9, 2023, ReTo's Board of Directorsapproved a 10:1 share combination of
its common shares ("Share Combination"). As a result of the Share Combination
,each ten (10) pre-split shares of the Company's common shares will
automatically combine into one (1) common share without any actionon the part
of the holders, the Company's authorized shares will be changed from
200,000,000 common shares, par value $0.001 pershare, to 20,000,000 common
shares, par value $0.01 per share, and the Company's issued and outstanding
common shares will be reducedfrom 53,787,689 to approximately 5,378,769. The
Company's common shares will continue to trade on Nasdaq under the symbol
"RETO"but will trade under a new CUSIP number - G75271117. The Share
Combination is intended to increase the market price per share ofthe Company's
common shares to allow the Company to maintain its Nasdaq listing.
No fractional shares will be issued as a resultof the Share Combination.
Shareholders who otherwise would be entitled to a fractional share because
they hold a number of common sharesnot evenly divisible by the one (1) for ten
(10) ratio will automatically be entitled to receive an additional share of
the Company'scommon share.
The Share Combination will not be submitted toa vote of the Company's
shareholders and a vote was not required under the laws of the British Virgin
Islands.
The Company's transfer agent, Vstock Transfer, LLC, will actas the exchange
agent. Adjustments made to common shares represented by physical stock
certificates can be made upon surrender ofthe 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, through its proprietarytechnologies, systems and
solutions, is striving to bring clean water and fertile soil to communities
worldwide. The Company, throughits operating subsidiaries in China, is engaged
in the manufacture and distribution of eco-friendly construction materials
(aggregates,bricks, pavers and tiles), made from mining waste (iron tailings),
as well as equipment used for the production of these eco-friendlyconstruction
materials. In addition, the Company provides consultation, design, project
implementation and construction of urban ecologicalprotection projects and
parts, engineering support, consulting, technical advice and service, and
other project-related solutions forits manufacturing equipment and
environmental protection projects. The Company also offers roadside assistance
services and software developmentservices utilizing Internet of Things
technologies. 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 underlyingassumptions and other statements
that are other than statements of historical facts. Our actual results may
differ materially and adverselyfrom those expressed in any forward-looking
statements as a result of various factors and uncertainties. For example,
there can be noassurance that we will be able to regain compliance and
maintain our listing on Nasdaq. The reports filed by the Company with the
Securitiesand Exchange Commission (the "SEC") discuss these and other import
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 uponany forward-looking statements in
this press release. The Company undertakes no obligation to publicly revise
these forward-looking statementsto reflect events or circumstances that arise
after the date hereof.
For more information, please contact:
ReTo Eco-Solutions, Inc.
Angela Hu
Beijing Phone: +86-010-64827328
ir@retoeco.com or 310@reit.cc