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 ~~January~~February 2025

Commission file number: 001-38307

RETO ECO-SOLUTIONS, INC.
(Registrant’s name)

c/o Beijing REIT Technology Development Co., Ltd.
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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

InOn ~~December~~January ~~2024~~29, ~~Sunoro Holdings Limited (“Sunoro”)~~2025, ~~a wholly owned subsidiary of~~ ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”), ~~entered~~received ~~into~~ a ~~non-binding~~delisting ~~memorandum~~determination ofnotice from ~~understanding~~The ~~(the~~Nasdaq Stock Market LLC (“~~MOU~~Nasdaq”) ~~with~~notifying ~~Sunflower~~the ~~Energy~~Company ~~Holding~~that ~~Limited, a~~given ~~British~~its ~~Virgin~~Class ~~Islands~~A ~~company~~shares, ~~(“Sunflower”).~~par ~~Pursuant~~value toUS$0.10 per share (the ~~MOU,~~“Class ~~Sunoro~~A ~~proposes~~Shares”), tohad ~~acquire~~a ~~through~~closing ~~Sunflower~~bid ~~two~~price ~~lines of~~at ~~businesses~~less ~~(i)~~than ~~holding~~$1 ~~and~~over ~~rental~~the ofprevious ~~commercial/office~~30 ~~space~~consecutive ~~and~~business ~~(ii)~~days, ~~manufacture~~the ~~and~~Company is ~~sales~~not ofin ~~craft~~compliance ~~beer~~with ~~brewing~~the ~~machine~~minimum ~~using~~bid aprice ~~combination of~~requirement ~~cash~~as ~~and~~set ~~shares~~forth ofin ~~the~~Listing ~~Company~~Rule 5550(~~the “Transaction”~~a)(2). ~~The~~Further, ~~closing~~because of the ~~Transaction~~Company is ~~subject~~not eligible tofor any compliance period since the ~~parties~~Company ~~agreeing~~has ~~on economic~~effected ~~terms~~a ofreverse ~~the~~stock ~~Transaction,~~split ~~satisfactory~~over ~~completion~~the ofprior ~~due~~one-year ~~diligence~~period, ~~entering~~pursuant ~~into~~to ~~definitive~~Listing Rule ~~agreements~~5810(c)(3)(A)(iv), ~~obtaining~~the ~~corporate and~~Class ~~regulatory~~A ~~approvals,~~Shares ~~satisfaction~~will ofbe ~~customary~~scheduled ~~closing~~for ~~conditions.~~delisting ~~Accordingly,~~from ~~there~~Nasdaq ~~can~~at bethe noopening ~~assurance~~of ~~that~~business ~~definitive~~on ~~agreements providing~~February ~~for~~7, 2025, unless the ~~Transaction~~Company ~~will~~requests bean ~~entered~~appeal ~~into~~of orsuch ~~that~~determination ~~the~~to ~~proposed~~a ~~Transaction~~hearings ~~will~~panel be(the ~~consummated~~“Panel”).

~~Forward-Looking~~The ~~Statements~~Company intends to timely request a hearing before the Panel. The request will stay the suspension of the Company’s securities and the delisting process pending the Panel’s decision. While the appeal is pending, the Class A Shares will continue to trade on Nasdaq under the symbols “RETO.” There can be no assurance that the Panel will grant the Company an extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.

~~This~~On ~~Form~~February ~~6-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934~~4, ~~as amended. All statements other than statements of historical fact included in this Form 6-K are forward-looking statements. When used in this Form 6-K~~2025, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the ~~beliefs of the~~ Company’s ~~management,~~issued asa ~~well~~press asrelease ~~assumptions~~announcing ~~made~~receipt ~~by,~~of ~~and information currently available to,~~ the ~~Company’s~~delisting ~~management~~notice. ~~Actual~~A ~~results~~copy ~~could differ~~of ~~materially~~the ~~from~~please ~~those~~release ~~contemplated~~is byattached ~~the~~hereto ~~forward-looking statements~~ as aExhibit ~~result of certain factors detailed in the Company’s filings with the SEC~~99.1 ~~All subsequent written or oral forward-looking statements attributable~~ to ~~the Company or persons acting on its behalf~~ ~~are qualified in their entirety by~~ this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Reports on Form 206-FK and ~~other~~is ~~filings~~incorporated ~~with~~herein ~~the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required~~ by ~~law~~reference.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release

INCORPORATION BY 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.

SIGNATURE

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: January 24, 2025	RETO ECO-SOLUTIONS, INC.
Date: February 4, 2025	RETO ECO-SOLUTIONS, INC.
	By:	/s/ Hengfang Li
	Name:	Hengfang Li
	Title:	Chief Executive Officer

Filing Compare · ReTo Eco-Solutions, Inc.