Form SC 13G - Statement of acquisition of beneficial ownership by individuals
13 October 2023 - 11:30PM
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
SevenBull,
Inc.
|
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
2,000,000(1)
|
7. |
Sole
Dispositive Power
|
8. |
Shared
Dispositive Power
2,000,000(1)
|
9. |
|
Aggregate
Amount Beneficially Owned by Reporting Person
2,000,000(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)
5.3%(1)(2)
|
12. |
|
Type
of Reporting Person (See Instructions)
FI
|
| (1) | Consists
of 2,000,000 Common Shares held by SevenBull, Inc. Mr. Qingsong Dong is the sole shareholder
and CEO of SevenBull, Inc. and is deemed to beneficially own 2,000,000 Common Shares
held by SevenBull, Inc. |
| (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
Qingsong
Dong
|
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
2,000,000(1)
|
7. |
Sole
Dispositive Power
|
8. |
Shared
Dispositive Power
2,000,000(1)
|
9. |
|
Aggregate
Amount Beneficially Owned by Reporting Person
2,000,000(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)
5.3%(1)(2)
|
12. |
|
Type
of Reporting Person (See Instructions)
IN
|
| (1) | Consists
of 2,000,000 Common Shares held by SevenBull, Inc. Mr. Qingsong Dong is the sole shareholder
and CEO and is deemed to beneficially own 2,000,000 Class A Ordinary Shares held by SevenBull,
Inc. |
| (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: |
| |
| - | SevenBull,
Inc. |
| - | Qingsong
Dong |
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: |
|
|
|
- |
SevenBull,
Inc.
No.17-1
Wangjia, Michuan Village
Lizhai
Township, Dexing City
Jiangxi,
China, 334222 |
|
- |
Qingsong
Dong
No.17-1
Wangjia, Michuan Village
Lizhai
Township, Dexing City
Jiangxi,
China, 334222 |
|
|
Item 2(c). |
Citizenship |
|
|
|
- |
SevenBull, Inc. – British
Virgin Islands |
|
- |
Qingsong Dong – 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.
The
Reporting Persons expressly declare that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement. |
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
|
SevenBull, Inc. |
|
|
|
By: |
/s/
Qingsong Dong |
|
|
Name: |
Qingsong Dong |
|
|
Title: |
Chief Executive Officer |
|
By: |
/s/
Qingsong Dong |
|
|
Name: |
Qingsong Dong |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
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
|
SevenBull, Inc. |
|
|
|
By: |
/s/
Qingsong Dong |
|
|
Name: |
Qingsong Dong |
|
|
Title: |
Chief Executive Officer |
|
By: |
/s/
Qingsong Dong |
|
|
Name: |
Qingsong Dong |
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