瑞图生态美股招股说明书(2026-08-07版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated June 25, 2026) ReTo Eco-Solutions, Inc.$38,160,000 ofClass A Shares We are offering up to $38,160,000 of Class A shares of no par value (“Class A Shares”), by this prospectus supplement and theaccompanying prospectus, directly to Mapie Wind Limited, a British Virgin Islands exempted company (“Mapie”), in connection withthe Securities Purchase Agreement that we entered into with Mapie on August 7, 2026 (the “Securities Purchase Agreement”). Inaccordance with the terms of the Securities Purchase Agreement, we may request Pre-Paid Purchases with an aggregate cash amountof up to $36,000,000 (the “Commitment Amount”) from Mapie over a two-year commitment period (each such purchase, a “Pre-PaidPurchase”). Each Pre-Paid Purchase will increase the Outstanding Pre-Paid Amount by 106% of the cash amount funded by Mapie,reflecting a 6% original issue discount, resulting in a maximum aggregate Outstanding Pre-Paid Amount of $38,160,000. At any timethat there is an outstanding balance under the Pre-Paid Purchases, we may provide written notice (each, a “Settlement Notice”)electing that we issue and sell our Class A Shares to Mapie, which shall be offset against the amount outstanding under the Pre-PaidPurchases, at a price per share equal to the lower of (i) 50% of the closing price of the Class A Shares on the Nasdaq Capital Market onthe date of the Securities Purchase Agreement and (ii) 50% of the lowest closing price of the Class A Shares on the Nasdaq CapitalMarket during the one hundred and eighty (180) trading days immediately preceding the date of the applicable Settlement Notice (the“Market Price”), but in no event shall the Market Price be less than $0.10 per share (the “Floor Price”). We shall, in each SettlementNotice, select the number of shares to be issued, in our sole discretion, provided that the aggregate price for such shares may notexceed the balance outstanding under the Pre-Paid Purchases or exceed other specified limits in the Securities Purchase Agreement.Interest shall accrue on the outstanding balance of each Pre-Paid Purchase at an annual rate of 7%, subject to an increase to 18% uponevents of default described in the Securities Purchase Agreement. On or before the maturity date, which is two (2) years after the initialclosing date (the “Maturity Date”), we are required to settle the entire outstanding balance through the issuance of Purchase Sharesand/or make a cash prepayment at 120% of the outstanding balance being repaid. Concurrent with the entry into the SecuritiesPurchase Agreement, we received an initial Pre-Paid Purchase of $3,498,000 (reflecting $3,300,000 in cash proceeds plus a $198,000original issue discount) from Mapie under the Securities Purchase Agreement, all of which remains outstanding as of the date of thisprospectus supplement. Our Class A Shares are listed on the Nasdaq Capital Market under the symbol “RETO.” On June 10, 2026, the last reported sales priceof our Class A Shares on The Nasdaq Capital Market was US$2.96 per share. As of June 24, 2026, there were 32,879,362 Class AShares held by non-affiliates. Therefore, pursuant to General Instruction I.B.1. of Form F-3, the aggregate market value of ouroutstanding Class A Shares held by non-affiliates (also referred to as “public float”) was approximately $97,322,911. Although we have been advised by Mapie, and Mapie represents in the applicable Securities Purchase Agreement, that it is purchasingthe shares for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk ofloss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the “SecuritiesAct”), or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) may take the position that eachInvestor may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales ofshares of our common stock by Mapie and any discounts, commissions or concessions received by Mapie may be deemed to beunderwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be usedby Mapie, see “Plan of Distribution” beginning on page S-8 of this prospectus supplement. We have engaged Univest Securities, LLC to act as our exclusive placement agent in connection with this offering (the “PlacementAgent”). The Placement Agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectus. ThePlacement Agent is not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrangethe purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent the placementagent fees and commissions set forth in the table below, which assumes that we sell all of the securities