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 May 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

OnDeparture ~~May 12, 2025, the board of directors (the “Board”) of ReTo Eco-Solutions, Inc., a British Virgin Islands (“BVI”) business company (the “Company”), approved to amend~~ and ~~restate~~Appointment ~~the Company’s memorandum and articles~~ of ~~association,~~Officer ~~currently in effect, to adjust the par value of its existing Class A shares from “par value $1.00 each” to “no par value.” On May 13, 2025, the Company filed the amended~~ and restated memorandum and articles of association (the “Amended and Restated Charter”) to reflect this adjustment with the British Virgin Islands Registrar of Corporate Affairs. This adjustment to remove par value was exercised to give the Board more flexibility to raise funds, by issuing stock at a price determined by the Board in compliance with the laws of the BVI.Director

~~Having~~On ~~taken~~May ~~advice~~25, ~~from~~2025, ~~BVI~~Mr. ~~counsel~~Hengfang Li tendered his resignation as the Chief Executive Officer and a director of ReTo Eco-Solutions, Inc. (the “Company”). Mr. Li’s resignation was for personal reasons and was not due to any disagreement with the Company. On May 25, 2025, the Board ~~understands~~of Directors ~~that~~of the Company ~~are~~(the ~~permitted~~“Board”) accepted Mr. Li’s resignation and appointed (i) Mr. Xinyang Li to ~~make~~serve as ~~this~~the ~~adjustment~~Company’s ~~under~~Chief Executive Officer and a Class C director, effective on May 25, 2025 and (ii) Mr. Guangfeng Dai, the ~~laws~~President, Chief Operating Officer and a director of the ~~BVI~~Company, ~~and~~to ~~that:~~serve as the Chairman of the Board.

●Xinyang Li, age 29, has served as Chief Executive Officer and a director of the ~~removal~~Company, as well as Chief Executive Officer of ~~par~~Beijing ~~value~~ReTo ~~(being~~Hengda Technology Co., Ltd., a ~~nominal~~wholly ~~value~~owned ~~and~~subsidiary ~~minimum~~of ~~price~~the Company (“ReTo Hengda”), since May 2025. From July 2021 to December 2024, he served as Assistant to the President at ~~which~~Beijing REIT ~~stock~~Technology ~~can~~Development beCo., ~~issued~~Ltd., formerly a wholly owned subsidiary of the Company prior to its divestiture of REIT Holdings (China) Limited ~~will~~in ~~have~~December no2024. ~~impact~~Mr. onLi ~~shareholders~~earned his Bachelor’s ~~rights;~~degree ~~and~~in Economics from University of Nebraska Lincoln in 2019.

●Mr. ~~BVI~~Xinyang ~~law~~Li ~~has~~is the son of Mr. Hengfang Li. There are no ~~maintenance~~family ofrelationships ~~capital~~between ~~rules,~~Mr. ~~meaning~~Xinyang ~~BVI~~Li ~~companies~~and any other director and executive officer of the Company. There are ~~not~~no transactions between the Company and Mr. Li that will be required to ~~have~~be ~~par~~reported ~~value~~pursuant ~~shares~~to ~~and~~Item ~~BVI~~404(a) ~~law~~of Regulation S-K.

~~For~~Pursuant ~~the~~to ~~avoidance~~Mr. Li’s labor contract, dated as of ~~doubt~~May 25, ~~all~~ ~~Class~~2025 A(“Labor ~~shares~~Contract”), he will ~~continue~~serve toas the ~~have~~Chief Executive Officer of the ~~same~~Company ~~entitlement~~and ReTo Hengda for a term from May 25, 2025 to ~~voting~~May 25, 2028. Mr. Li is entitled to an annual compensation of RMB336,000 (approximately $47,040) and ~~economic~~social ~~rights~~insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with laws in the ~~value~~People’s Republic of ~~the~~China ~~shares~~and ~~will~~the beCompany’s ~~unaffected~~policy. The ~~adjustment~~Labor toContract ~~par~~may ~~value~~be ~~will~~terminated ~~not~~in beaccordance ~~submitted~~with tothe aLabor ~~vote~~Contract Law of the ~~Company~~People’s Republic ~~shareholders~~of China and relevant local regulations in Beijing.

AThe ~~copy~~foregoing description of the ~~Amended~~Labor Contract is only a summary of the material terms of the Labor Contract and ~~Restated~~does ~~Charter~~not purport to be complete and is ~~attached~~subject to, and is qualified in its entirety by, the full text of the Labor Contract, which form is filed herewith as Exhibit 310.1 ~~hereto~~ and incorporated herein by reference.

INCORPORATION BY REFERENCE

This Form 6-K and the exhibits 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.

EXHIBIT INDEX

Exhibit		Description
3.1		Amended and Restated Memorandum and Articles of Association.

~~SIGNATURE~~EXHIBIT INDEX

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.

Exhibit No.		Description
10.1		Translation of Form of Labor Contract

	RETO ECO-SOLUTIONS, INC.
Dated: May 13, 2025	By:	/s/ Hengfang Li
		Hengfang Li
		Chief Executive Officer

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: May 30, 2025

RETO ECO-SOLUTIONS, INC.

By:	/s/ Xinyang Li
	Name:	Xinyang Li
	Title:	Chief Executive Officer

Filing Compare · ReTo Eco-Solutions, Inc.