UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 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 ☐
EXPLANATORY NOTE
On April 25, 2025, ReTo Eco-Solutions,
Inc., a British Virgin Islands business company (“ReTo”), entered into a share exchange agreement (the “Share
Exchange Agreement”) with (i) MeinMalzeBier Holdings Limited, a British Virgin Islands business company (“MeinMalzeBier”),
(ii) Lap Cheong Chan and (iii) Terence Kwong Lung Wong, pursuant to which, subject to the terms and conditions set forth therein, ReTo
agreed to buy an aggregate of 5,100 ordinary shares, par value $1.00 per share, of MeinMalzeBier in exchange for cash and newly issued
Class A shares, no par value, of ReTo (the “Share Exchange,” together with the other transactions contemplated by the
Share Exchange Agreement, the “Transactions”). The Share Exchange was closed on the same date.
On April 25, 2025, ReTo filed
its report on Form 6-K, primarily to report the execution of the Share Exchange Agreement and the closing of the Share Exchange, which
was subsequently amended by ReTo’s report on Form 6-K/A filed on July 11, 2025 (as amended to date, the “Initial 6-K”)
to present the audited financial statements and unaudited pro forma financial information in connection with the Transactions.
This report on Form 6-K/A
(the “Amended 6-K”) further amends the Initial 6-K solely to include the consent of Wei, Wei & Co., LLP, which
is filed herewith as Exhibit 23.1. Except for this Explanatory Note and the inclusion of such consent, there are no changes to the Initial
6-K.
INCORPORATION BY REFERENCE
This Amended 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 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 Amended 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
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| 23.1 |
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Consent of Wei, Wei & Co., LLP . |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 31, 2025
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RETO ECO-SOLUTIONS, INC. |
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By: |
/s/ Xinyang Li |
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Name: |
Xinyang Li |
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Title: |
Chief Executive Officer |
