Form SC 13G - Statement of Beneficial Ownership by Certain Investors
October 15 2024 - 6:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ReTo Eco-Solutions, Inc. |
(Name of Issuer) |
|
Class A Shares |
(Title of Class of Securities) |
|
G75271125 |
(CUSIP Number) |
|
August 30, 2024 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
CUSIP No. G75271125
1. |
Names of Reporting Persons
Nova Horizons Ltd |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares
Beneficially Owned
By Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
1,404,891 Class A shares (1) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
1,404,891 Class A shares (1) |
9. |
Aggregate Amount Beneficially Owned by Reporting Person
1,404,891 Class A shares (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐ |
11. |
Percent of Class Represented by Amount in Row (9)
7.3% (1)(2) |
12. |
Type of Reporting Person (See Instructions)
CO |
| (1) | Consists of 1,404,891 Class A Shares, par value US$0.10 per
share (“Class A Shares”), of Issuer, held by Nova Horizons Ltd. Jie Cui holds approximately 99% ownership and is the
sole director of Nova Horizons Ltd, and is deemed to beneficially own the 1,404,891 Class A Shares held by Nova Horizons Ltd. |
| (2) | Based upon 19,352,636 Class A Shares outstanding as reported
in Issuer’s Registration Statement on Form F-3, dated September 24, 2024, filed with the U.S. Securities and Exchange Commission
on September 24, 2024 (the “Form F-3”). |
CUSIP No. G75271125
1. |
Names of Reporting Persons
Jie Cui |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
People’s Republic of China |
Number of Shares
Beneficially Owned
By Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
1,404,891 Class A Shares (1) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
1,404,891 Class A Shares(1) |
9. |
Aggregate Amount Beneficially Owned by Reporting Person
1,404,891 Class A Shares (1) |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |
11. |
Percent of Class Represented by Amount in Row (9)
7.3% (1)(2) |
12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of 1,404,891 Class A Shares held by Nova Horizons Ltd.
Jie Cui holds approximately 99% ownership and is the sole director of Nova Horizons Ltd, and is deemed to beneficially own the 1,404,891
Class A Shares held by Nova Horizons Ltd. |
(2) | Based upon 19,352,636 Class A Shares outstanding as reported
in Issuer’s Form F-3. |
Item 1(a). |
Name of Issuer |
|
|
|
ReTo Eco-Solutions, Inc. (“Issuer”) |
|
|
Item 1(b). |
Address of the Issuer’s Principal Executive Offices |
|
|
|
C/O Beijing REIT Tech Develop Co. Ltd
X-702, Tower A, 60 Anli Road, Chaoyang District
Beijing, China, 100001 |
|
|
Item 2(a). |
Names of Persons Filing |
|
This Schedule 13G is filed jointly by: |
|
|
|
- |
Nova Horizons Ltd |
|
|
|
|
- |
Jie Cui |
The foregoing persons are hereinafter referred to each as a “Reporting
Person” or collectively referred to as the “Reporting Persons.” Information with respect to each Reporting Person is
given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information
furnished by another Reporting Person.
Item 2(b). |
Address of the Principal Business Office, or if none, Residence: |
|
|
|
- |
Nova Horizons Ltd
302, Building 5, Yuexi, Jiangjin Road, Shancheng District, Hangzhou,
Zhejiang Province, China
|
|
- |
Jie Cui
302, Building 5, Yuexi, Jiangjin Road, Shancheng District, Hangzhou,
Zhejiang Province, China
|
|
|
Item 2(c). |
Citizenship |
|
|
|
- |
Nova Horizons Ltd: British Virgin Islands |
|
|
|
|
- |
Jie Cui: People’s Republic of China |
Item 2(d). |
Title of Class of Securities |
|
|
|
Class A Shares |
|
|
Item 2(e). |
CUSIP Number |
|
|
|
G75271125 |
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
☐ |
(a) Broker or Dealer registered under Section 15 of the Exchange Act. |
|
|
|
|
☐ |
(b) Bank as defined in Section 3(a)(b) or the Exchange Act. |
|
|
|
|
☐ |
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
|
|
|
|
☐ |
(d) Investment company registered under Section 8 of the Investment Company Act. |
|
☐ |
(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
|
|
|
|
☐ |
(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
|
|
|
|
☐ |
(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
|
|
|
|
☐ |
(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
|
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☐ |
(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. |
|
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☐ |
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
|
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|
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Not applicable. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11
of each Cover Page and is incorporated herein by reference.
Item 5. |
Ownership of Five Percent or Less of a Class |
|
|
|
Not Applicable. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
|
|
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Not Applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
|
|
|
Not Applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution of Group |
|
|
|
Not Applicable. |
|
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Item 10. |
Certification |
|
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|
By signing below, each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 15, 2024
|
By: |
/s/ Jie Cui |
|
|
Name: |
Jie Cui |
|
|
Title: |
Director |
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
7
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13G
relating to the Class A shares of ReTo Eco-Solutions, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments
to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf
of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, shall apply to each
of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule
13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the
principal office thereof.
Date: October 15, 2024
|
Nova Horizons Ltd |
|
|
|
By: |
/s/ Jie Cui |
|
|
Name: |
Jie Cui |
|
|
Title: |
Director |
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