ReTo Eco-Solutions, Inc. SEC filings document the disclosure record of a British Virgin Islands foreign private issuer with Class A shares traded under RETO. Its Form 6-K reports cover material-event disclosures, annual meeting and proxy materials, capital-structure actions such as share combinations, and incorporation of reports into registration statements.
The filings also disclose financing and securities purchase arrangements, standstill agreements, material agreements, shareholder voting matters, interim consolidated financial statements, and management discussion of operating results. These records connect ReTo's public-company reporting to its ecological equipment, intelligent equipment, and expanded craft beer machine and distribution activities.
ReTo Eco-Solutions, Inc. filed a Form 6-K providing full financial details for its acquisition of a 51% stake in Seven Arrows Supply Chain Limited, a craft beer and Baijiu distributor in China. Seller transferred 25,500 Seven Arrows ordinary shares in exchange for 2,167,500 newly issued ReTo Class A shares, with stated share consideration of $8,670,000.
The filing includes audited combined financial statements for Seven Arrows. For the year ended December 31, 2025, Seven Arrows reported revenue of $220,823, a net loss of $274,376, and total assets of $401,440. Operations are early-stage, funded largely by shareholder contributions and related-party balances, and the financial statements are prepared on a going concern basis relying on support from ReTo and related parties.
ReTo also furnishes unaudited pro forma combined financial information as of and for the year ended December 31, 2025, giving effect to the Seven Arrows merger under U.S. GAAP business combination rules. The pro forma balance sheet shows combined assets of $45,431,485 and total liabilities of $14,851,263, reflecting recognized intangible assets and goodwill related to the transaction.
ReTo Eco-Solutions, Inc. entered a private investment in public equity (PIPE), agreeing to issue 2,968,747 Class A shares and 5,937,494 warrants at a combined price of $1.28 per share and two warrants. Each warrant initially has a $1.28 exercise price, subject to adjustment but not below $0.10, and is exercisable immediately for five years.
Certain purchasers had previously lent the company US$3,800,000 under a one-month loan agreement. They signed a surrender letter on June 11, 2026, giving up all rights to repayment of this debt, including any interest, in exchange for the PIPE shares. The PIPE is expected to close on June 12, 2026, and the company intends to use net proceeds for working capital and general corporate purposes.
ReTo Eco-Solutions, Inc. Schedule 13G/A (Amendment No. 2) — Streeterville Capital LLC, Streeterville Management LLC and John M. Fife jointly file an amendment reporting 0 Class A Shares beneficially owned, representing 0% of the Class A shares. The filing states the reporting persons have no voting or dispositive power over the Class A shares.
ReTo Eco-Solutions, Inc. reported a change in its independent registered public accounting firm. On June 3, 2026, the audit committee dismissed YCM CPA INC. and, on the same date, appointed Assentsure PAC as the new auditor, both effective immediately.
YCM’s audit reports for the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period, contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements or reportable events. The company also states it did not consult Assentsure on accounting or auditing matters before the engagement. The Form 6-K and the auditor’s response letter are incorporated by reference into several existing registration statements.
ReTo Eco-Solutions, Inc. has entered into a Termination and Release Agreement that unwinds its prior acquisition of 51% of MeinMalzeBier Holdings Limited. The original deal closed in April 2025, when ReTo bought 5,100 ordinary shares for cash and stock.
Under the new agreement, ReTo will return the 5,100 purchased shares to the sellers, while the sellers waive and surrender all rights to the 4,680,000 Class A Exchange Shares and related escrow property, which will be released to ReTo for cancellation. The sellers will also make a $300,000 termination payment to ReTo by wire transfer.
The Share Exchange Agreement and a related Management Services Agreement will be terminated in their entirety at the Effective Time, once conditions such as payment of the $300,000 and joint escrow instructions are satisfied. The parties have agreed to customary mutual releases and a covenant not to sue for claims related to the terminated agreements and associated securities.
ReTo Eco-Solutions, Inc. reshaped its top leadership structure. Director Johnny Tiong Sie Wei was appointed Chief Executive Officer, effective immediately. Guangfeng Dai stepped down as Chief Operating Officer and President but remains Chairman of the board, while Xinyang Li moved from Chief Executive Officer into the roles of President and Chief Operating Officer and continues as a director.
In connection with his appointment, Johnny Wei signed a two-year labor contract with the Company and its subsidiary Beijing ReTo Hengda Technology Co., Ltd., providing an annual base salary of RMB420,000 plus social insurance and other benefits in line with People’s Republic of China laws and Company policy. The contract may be terminated under applicable PRC labor laws and Beijing regulations. Mr. Dai and Mr. Li remain parties to their existing employment agreements under substantially similar terms despite their new roles. This report and the Johnny Wei Labor Contract are incorporated by reference into multiple existing registration statements on Form F-3 and Form S-8.
ReTo Eco-Solutions reported multiple board changes. On May 9, 2026, Baoqing Sun resigned as a Class B director and left the audit, compensation, and nominating committees for personal reasons, with the company stating there was no disagreement. On the same date, Zhizhong Hu resigned as a Class C director but continues to serve as Chief Technology Officer, also citing personal reasons and no disagreement.
The board accepted both resignations and appointed Di Gan as Class B director and member of all three committees, and Johnny Tiong Sie Wei as Class C director, each effective immediately. The filing notes there are no family relationships between the new directors and existing leadership, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
ReTo Eco-Solutions, Inc. entered into a Securities Purchase Agreement for a private placement of 12,500,000 Class A shares at $0.12 per share, raising an aggregate purchase price of $1,500,000. The shares are being sold under Regulation S, meaning they are offered outside the United States.
For 24 months after closing, the company agreed not to issue additional Class A shares or equivalents, or file registration statements or amendments, without the purchaser’s written consent. The parties anticipated closing the transaction on or before May 15, 2026.
ReTo Eco-Solutions, Inc. approved a 4‑to‑1 share combination of its Class A shares, meaning every four existing shares will be combined into one new share. The Class A shares will begin trading on a post‑combination basis on May 18, 2026 on Nasdaq.
As a result, issued and outstanding Class A shares will be reduced from 13,079,201 to approximately 3,269,801, without changing their no‑par‑value status. No fractional shares will be issued; holders entitled to a fraction will be rounded up to the next whole share. The combination is intended to increase the market price per share to help the company maintain its Nasdaq listing and does not require shareholder approval under British Virgin Islands law.