瑞图生态美股招股说明书(2023-10-04版)

PROSPECTUS SUPPLEMENT(To Prospectus dated December 6, 2022) ReTo Eco-Solutions, Inc. An aggregate offering amount of $15,000,000 We are offering 15,000,000 common shares, par value US$0.01 per share (“Common Shares”), at a price of$1.00 per share to certain investors pursuant to this prospectus supplement and the accompanyingprospectus and a securities purchase agreement, dated as of September 29, 2023 (the “Public OfferingSPA”), with such investors. In a concurrent private placement (the “Concurrent Private Placement”), we are also selling to certain otherinvestors an aggregate of 10,000,000 Common Shares (the “Private Placement Shares”) at a price per shareequal to $1.00 under separate securities purchase agreements dated September 29, 2023 (the “PrivatePlacement SPA”) in reliance upon Regulation S of the Securities Act of 1933, as amended (the “SecuritiesAct”). The Private Placement Shares issued in the Concurrent Private Placement are not being registeredunder the Securities Act at this time, and are not being offered pursuant to this prospectus supplement andthe accompanying prospectus. Nothing contained herein shall constitute an offer to sell or the solicitation ofan offer to buy any Private Placement Shares. Neither this offering nor the Concurrent Private Placement isconditioned upon the completion of the other offering. Our Common Shares are listed on the Nasdaq Capital Market under the symbol “RETO.” As of October 2,2023, the closing sale price of our Common Shares was $0.5998 . As of the date of this prospectussupplement, we offered and sold an aggregate of $6,600,000 of our Common Shares pursuant to GeneralInstruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on, and includes, the dateof this prospectus. The highest closing sale price of our Common Shares as reported by Nasdaq within the60 days prior to the date of this prospectus supplement was $6.70 per share on August 22, 2023 andaccordingly we may sell up to $15,555,929 of our Common Shares hereunder based on 10,451,882outstanding Common Shares, of which 9,920,565 Common Shares were held by non-affiliates as of thedate of this prospectus. Investing in our securities is highly speculative and involves a significant degree of risk. ReTo Eco-Solutions, Inc. (“ReTo”), is not an operating company established in the People’s Republic of China(the “PRC” or “China”), but a holding company incorporated in the British Virgin Islands. As aholding company with no material operations of its own, ReTo conducts substantially all of itsoperations through its subsidiaries established in mainland China. The securities offered in thisprospectus supplement are securities of ReTo.See “Risk Factors” beginning on page S-21 and “Item 3.KeyInformation—D.Risk Factors”in our most recent Annual Report on Form 20-F,which isincorporated by reference in this prospectus supplement, to read about factors you should consider beforepurchasing our Common Shares. INVESTORSPURCHASING SECURITIES IN THIS OFFERING ARE PURCHASINGSECURITIESOF RETO,RATHER THAN SECURITIES OF ITS SUBSIDIARIES THATCONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. In this prospectus supplement, “we,” “us,” “our,” “our company,” the “Company,” or similar termsrefer to ReTo Eco-Solutions, Inc. and its consolidated subsidiaries, unless the context otherwiseindicates. We conduct substantially all of our operations through our subsidiaries established in thePRC. When used herein, the references to laws and regulations of “China” or the “PRC” are only tosuchlaws and regulations of mainland China,excluding, for the purpose of this prospectussupplement only, Taiwan, Hong Kong and Macau. As we conduct substantially all of our operations in China, we are subject to legal and operationalrisks associated with having substantially all of our operations in China, which risks could result in amaterial change in our operations and/or the value of the securities we are registering for sale orcould significantly limit or completely hinder our ability to offer or continue to offer our securities toinvestors and cause the value of our securities to significantly decline or be worthless. Recently, thePRC government initiated a series of regulatory actions and made a number of public statements onthe regulation of business operations in China with little advance notice, including cracking down onillegal activities in the securities market, enhancing supervision over China-based companies listedoverseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding effortsin anti-monopoly enforcement. We have relied on the opinion of our PRC counsel, Yuan Tai LawOffices, that as of the date of this prospectus supplement, we are not directly subject to theseregulatory actions or statements, as we have not implemented any monopolistic behavior and ourbusiness does not involve large-scale collection of user data, implicate cybersecurity, or involve anyother type of restrict