瑞图生态美股招股说明书(2025-10-24版)

ProspectusSupplement dated October 24,2025(ToProspectus dated December6,2022) ReToEco-Solutions, Inc. An aggregate offering amount of $1,428,571 We are offering 1,373,625 class A shares of no par value (the “ClassA Shares”), ataprice of$1.04 per share to certain investors(the“Investors”)pursuant to thisprospectussupplement and the prospectus and a securities purchase agreement,datedas of October23, 2025 (the “Securities Purchase Agreement”), with such investors. Our ClassA Shares are listed on the Nasdaq Capital Market under the symbol “RETO.”Asof October 23,2025,the closing sale price of the Class A Shares was$1.03.Asofthe date of this prospectus supplement,we offered and sold an aggregate of$8,062,315 of our ClassA Shares during the prior 12 calendar month period that endson,and includes,the date of this prospectus.The highest closing sale price of ourClassA Shares as reported by Nasdaq within the 60daysprior to the date of thisprospectus supplement was $2.20 per share on September8, 2025 and accordingly we maysellup to$17,220,480 of our ClassAShares hereunder based on 7,827,491outstandingClassAShares,of which 7,827,491 ClassAShares were held by non-affiliatesas of the date of this prospectus. OnOctober 23,2025,the Company entered into a Securities Purchase Agreement withtheInvestors for the sale of an aggregated 1,373,625 ClassAShares at a purchasepriceof$1.04 per share,for aggregate gross proceeds of$1,428,571.The netproceedsreceived by the Company from the offering will be used to fund thedevelopmentand commercialization of our projects and the growth of our business,primarily working capital, and for general corporate purposes. Investinginoursecuritiesishighlyspeculativeandinvolvesasignificantdegree of risk.See“Risk Factors”beginning on page S-17 of theprospectussupplement and“Item3.Key Information—D.RiskFactors”in ourmostrecent Annual Report on Form20-F,which is incorporated by reference in theprospectussupplement,to read about factors you should consider before purchasingour ClassA Shares. NeithertheSECnoranystatesecuritiescommissionhasapprovedordisapprovedof these securities or determined if this prospectus supplementortheprospectusistruthfulorcomplete.Anyrepresentationtothecontraryis a criminal offense. Prospectus Supplement dated October24, 2025. PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-16RISK FACTORSS-17USE OF PROCEEDSS-19DIVIDEND POLICYS-20DILUTIONS-21PLAN OF DISTRIBUTIONS-22LEGAL MATTERSS-23EXPERTSS-23INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-24 ABOUTTHIS PROSPECTUS SUPPLEMENT Thisdocument is in two parts.The first part is the prospectus supplement,whichdescribesthe specific terms of this offering of securities and also adds to andupdatesinformation contained in the prospectus and the documents incorporated byreferenceinto this prospectus supplement and the prospectus.The second part is theprospectus dated December6, 2022, included in the registration statement on Form F-3(Registration No.333-267101),including the documents incorporated by referencetherein, which provides more general information, some of which may not be applicableto this offering. Thisprospectus supplement provides specific terms of this offering of our ClassASharesand other matters relating to us and our financial condition.If thedescriptionof the offering varies between this prospectus supplement and theprospectus, you should rely on the information in this prospectus supplement. Youshould rely only on the information contained or incorporated by reference inthisprospectus supplement and the prospectus.We have not authorized any otherpersonto provide you with different information.If anyone provides you withdifferentor inconsistent information,you should not rely on it.You should assumethatthe information appearing in this prospectus supplement,the prospectus and thedocumentsincorporated by reference is accurate only as of their respective dates,regardlessof the time of delivery of this prospectus supplement,the prospectus oranyother offering materials,or any sale of the ClassAShares.Our business,financial condition, results of operations and prospects may have changed since thosedates.We are not making an offer to sell these securities in any jurisdiction wheretheoffer or sale is not permitted.Neither this prospectus supplement nor theprospectusconstitutes an offer,or an invitation on behalf of us to subscribe forandpurchase,any of the ClassAShares and may not be used for or in connectionwithan offer or solicitation by anyone,in any jurisdiction in which such an offerorsolicitation is not authorized or to any person to whom it is unlawful to makesuch an offer or solicitation. Itis important for you to read and consider all the information contained orincorporatedby reference in this prospectus supplement and the prospectus in makingyour investment decision. Inthis prospectus supplement and the prospectus,unless otherwise indicated orunless the context ot