Form SC 13G - Statement of acquisition of beneficial ownership by individuals
October 13 2023 - 8:30AM
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) |
| |
| Common Shares |
| (Title of Class of Securities) |
| |
| G75271117 |
| (CUSIP Number) |
| |
| October 3, 2023 |
| (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 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G75271117
| 1. |
|
Names of Reporting Persons
Merging Holding 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
3,500,000(1) |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,500,000(1) |
| 9. |
|
Aggregate Amount Beneficially Owned by Reporting Person
3,500,000(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)
9.3%(1)(2)
|
| 12. |
|
Type of Reporting Person (See Instructions)
FI
|
| (1) | Consists of 3,500,000 Common Shares held by Merging Holding LTD. Mr. Hailong Chen is the sole shareholder and CEO of Merging Holding
LTD. and is deemed to beneficially own 3,500,000 Common Shares held by Merging Holding LTD. |
| (2) | Based upon 37,451,882 Common Shares outstanding as reported in the Issuer’s prospectus supplement,
dated September 29, 2023, filed with the SEC on October 4, 2023 (the “prospectus supplement”), after taking into account the
issuances of Common Shares in a registered direct offering pursuant to the prospectus supplement and a concurrent private placement as
well as the issuance of Common Shares to a consultant. |
CUSIP No. G75271117
| 1. |
|
Names
of Reporting Persons
Hailong
Chen
|
| 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
3,500,000(1) |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,500,000(1) |
| 9. |
|
Aggregate Amount Beneficially Owned by Reporting Person
3,500,000(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)
9.3%(1)(2)
|
| 12. |
|
Type of Reporting Person (See Instructions)
IN
|
| (1) | Consists of 3,500,000 Common Shares held by Merging Holding LTD. Mr. Hailong Chen is the sole shareholder and CEO of Merging Holding
LTD and is deemed to beneficially own 3,500,000 Common Shares held by Merging Holding LTD. |
| (2) | Based upon 37,451,882 Common Shares outstanding as reported in the Issuer’s prospectus supplement,
after taking into account the issuances of Common Shares in a registered direct offering pursuant to the prospectus supplement and a concurrent
private placement as well as the issuance of Common Shares to a consultant. |
| Item 1(a). |
Name of Issuer |
| |
|
| |
ReTo Eco-Solutions, Inc. (the “Issuer”) |
| |
|
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices |
| |
|
| |
C/O Beijing REIT Tech Develop Co. Ltd.
X-702, 60 Anli Road, Chaoyang District
Beijing, China, 100001 |
| |
|
| Item 2(a). |
Names of Persons Filing |
This Schedule 13G is filed jointly by:
The foregoing persons are hereinafter referred to each as a
“Reporting Person” or collectively 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: |
| |
- |
Merging Holding LTD
No. 605, Building 4, Yayuan Community
Anhui Beili, Chaoyang District
Beijing, China, 100101 |
| |
|
|
| |
- |
Hailong Chen
No. 605, Building 4, Yayuan Community
Anhui Beili, Chaoyang District
Beijing, China, 100101
|
| |
- |
Merging Holding LTD – British
Virgin Islands
|
| |
|
|
| |
- |
Hailong Chen – People’s
Republic of China
|
| Item 2(d). |
Title of Class of Securities |
| |
|
| |
Common Shares |
| |
|
| Item 2(e). |
CUSIP Number |
| |
|
| |
G75271117 |
| 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. |
| |
|
|
| |
☐ |
(i) A Church Plan that is excluded from the definition of an investment
company under Section 3
(c)(14) of the Investment Company Act. |
| |
|
|
| |
☐ |
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
| |
|
|
| |
|
Not applicable. |
| Item 4. |
Ownership
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 |
| |
|
| |
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. |
| |
|
| Item 10. |
Certification |
| |
|
| |
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 the 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 13, 2023
| |
Merging Holding LTD
|
| |
|
| |
By: |
/s/ Hailong Chen |
| |
|
Name: |
Hailong Chen |
| |
|
Title: |
Chief Executive Officer |
| |
|
/s/ Hailong Chen |
| |
|
Name: |
Hailong Chen |
Attention: Intentional misstatements or
omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
6
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement
on Schedule 13G relating to the common 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 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 13, 2023
| |
Merging Holding LTD
|
| |
|
| |
By: |
/s/ Hailong Chen |
| |
|
Name: |
Hailong Chen |
| |
|
Title: |
Chief Executive Officer |
| |
|
/s/ Hailong Chen |
| |
|
Name: |
Hailong Chen |
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