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 December 2024

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

On December 330, 2024, ~~Senrui Bochuang (Beijing) Technology Co., Ltd. (the “Senrui Bochuang”), a subsidiary of~~ ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”), entered into a ~~forest~~Share ~~rights~~Sale ~~transfer~~Agreement ~~agreement~~ (the ~~“Forest Rights Transfer~~ “Agreement”) with ~~Zhiguo~~Zhao ~~Han,~~Duan anWen ~~individual~~ (the “~~Transferor~~Buyer”)., ~~Under~~pursuant ~~the~~to ~~Forest~~which ~~Rights~~the ~~Transfer~~Company ~~Agreement,~~agreed ~~Senrui~~to ~~Bochuang will~~sell ~~acquire~~ all ~~rights associated with approximately 3,000 acres~~ of ~~forest~~its ~~land located~~ shares in ~~Dongpo~~REIT ~~Village,~~Holdings ~~Lingqiu~~(China) ~~County~~Limited, ~~Datong~~a ~~City, Shanxi~~Hong ~~Province,~~Kong ~~China,~~limited ~~including~~company ~~ownership~~and ofa ~~and~~wholly-owned ~~usage~~subsidiary ~~rights~~of ~~over~~the ~~approximately~~Company 30(“REIT Holdings”),~~000~~ to ~~mature~~the ~~trees,~~Buyer for a ~~total~~purchase ~~consideration~~price of ~~RMB 56~~US$80,000~~,000~~ (~~approximately~~the $8“Divestiture”).4 ~~million)~~REIT inHoldings ~~cash.~~is ~~The~~the ~~cash~~holding ~~consideration~~company ~~will~~of bemultiple ~~paid~~indirect subsidiaries inof ~~three~~the ~~installments:~~Company, ~~(i)~~which anare ~~initial~~engaged ~~payment~~in in the business of ~~RMB~~ ~~16,800,000~~manufacture ~~within~~and ~~five~~distribution ~~days~~of ~~upon~~eco-friendly ~~the~~construction ~~entry~~materials, ecological ofrestoration ~~Forest~~projects ~~Rights~~and ~~Transfer~~software ~~Agreement,~~development ~~(ii)~~services aand ~~second~~solutions ~~payment~~utilizing Internet of ~~RMB~~Things ~~36,400,000~~technologies. ~~within~~The ~~five~~board ~~days~~of ~~after~~directors ~~receipt~~ of the ~~original~~Company ~~copy~~approved the Divestures based on considerations that these lines of ~~the~~business ~~forest~~had ~~rights~~experienced ~~certificate~~significant losses ~~from~~over the ~~Transferor,~~years and ~~(iii)~~that ~~final~~the ~~payment~~Company ofplans ~~RMB~~to ~~2,800,000 within~~focus ~~five~~on ~~days~~existing ~~after~~and ~~the~~new ~~completion~~businesses ofthat ~~the~~are ~~record~~more ~~change~~profitable ~~procedures~~and ~~for~~promising. The terms of the ~~forest~~Agreement, ~~rights~~including ~~certificate~~the purchase price, ~~which~~were ~~procedures~~negotiated ~~are~~based ~~expected to~~on bean ~~completed~~valuation ~~within~~report ~~one~~of ~~year~~a third-party appraisal firm.

~~The~~Pursuant ~~Forest~~to ~~Rights~~the ~~Transfer~~ Agreement, the ~~provides~~Buyer ~~that~~shall ~~the~~bear ~~rights~~any ~~being~~debts, ~~transferred~~claims ~~are~~and ~~valid~~liabilities ~~until~~of ~~January~~REIT 15Holdings existing or potentially contingent prior to the closing of the Divestiture (the “Closing”), ~~2062~~or any default liabilities arising out of the management of the business. The ~~Transferor~~Buyer ~~has~~may ~~represented~~not ~~that~~make any ~~all~~claim ~~necessary approvals~~under ~~from~~the ~~relevant~~Agreement, ~~authorities~~including ~~have~~for ~~been~~a ~~obtained~~breach ~~and~~of ~~that~~warranty, ~~there~~unless ~~are~~full nodetails ~~existing~~of ~~disputes~~the orclaim ~~encumbrances~~have ~~related~~been notified to the ~~transferred~~Company ~~rights.~~within ~~The~~12 ~~Forest~~months ~~Rights~~from ~~Transfer~~the Closing. The Agreement contains ~~other~~ customary representations, warranties and ~~agreements~~covenants by ~~Senrui~~the ~~Bochuang~~parties. ~~and~~The Company’s ~~the~~total ~~Transferor~~liability for any claims, ~~and~~subject ~~indemnification~~to ~~obligations~~exclusions, ofunder the ~~Transferor~~Agreement ~~against~~is ~~certain~~limited ~~liabilities~~to US$100,000.

The ~~Board~~Divestiture ofclosed ~~Directors~~on ofDecember 31, 2024. Following the Divestiture, the Company ~~has~~will ~~approved~~no longer be engaged in the ~~entry~~business of ~~the~~manufacture ~~Forest~~and ~~Rights~~distribution ~~Transfer~~of ~~Agreement.~~eco-friendly ~~Senrui~~construction ~~Bochuang~~materials, ~~plans~~ecological restoration toprojects ~~utilize~~and ~~the~~software ~~forest~~development ~~land~~services toand ~~develop a~~solutions ~~modern~~utilizing ~~agricultural,~~Internet ~~pastoral,~~of ~~cultural~~Things technologies and ~~tourism~~will ~~project,~~focus ~~which~~on ~~involves~~research and ~~raising~~production ~~ecological~~of ~~Qingbei~~environmental ~~goats~~protection ~~under~~technologies ~~the~~and ~~forest~~equipment, application of new energy technologies, research and ~~cultivating~~development ~~high-standard~~of artificial intelligence (AI) technology, ~~high-value-added~~as ~~fruits~~well ~~through~~as ~~facility~~development ~~agriculture.~~of products and solutions of general health and wellness.

The foregoing description of the ~~Forest Rights Transfer~~ Agreement does not purport to be complete and is qualified in its entirety by the full text of that agreement, a copy of which is attached hereto as Exhibit 4.1.

INCORPORATION BY REFERENCE

This Report on Form 6-K and the exhibits thereto, including any amendment and report filed for the purpose of updating such documents, 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 Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
4.1+		English Translation of Forest Rights Transfer Agreement by and between Zhiguo Han and Senrui Bochuang (Beijing) Technology Co., Ltd.
4.1+^		English Translation of Share Sale Agreement by and between ReTo Eco-Solutions, Inc. and Zhao Duan Wen

+ Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

+	Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are not material and are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
^	Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

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: December 5, 2024	RETO ECO-SOLUTIONS, INC.
Date: January 6, 2025	RETO ECO-SOLUTIONS, INC.
	By:	/s/ Hengfang Li
	Name:	Hengfang Li
	Title:	Chief Executive Officer

Filing Compare · ReTo Eco-Solutions, Inc.