Arizona Tribune - Eco Innovation Group, Inc. (ECOX) Announces Signing of Definitive Agreements with Kepler GTL to Establish Public Company Platform for Gas-to-Liquids Technology

The transaction was previously announced through a Letter of Intent dated February 12, 2026. With the execution of definitive agreements, the parties have formalized the transaction structure under which ECOX will acquire one hundred percent (100%) of the issued and outstanding equity interests of Kepler GTL through a reverse merger share exchange structure, with ECOX continuing as the surviving publicly traded company.

The executed agreements include a Master Sales Agreement governing the overall structure of the transaction, a Stock Purchase Agreement providing for the transfer of voting control of ECOX through the sale of the Company's Series A Preferred Stock, and a Share Exchange Agreement pursuant to which ECOX will acquire the equity interests of Kepler GTL.

Completion of the transaction remains subject to customary closing procedures and coordination of final corporate actions associated with the reverse merger and share exchange structure.

Kepler GTL is focused on addressing two major challenges facing the global energy and aviation industries: reducing environmentally harmful natural gas flaring and expanding the supply of commercially viable Sustainable Aviation Fuel. The company's gas-to-liquids technology is designed to convert stranded or flared natural gas resources into high-value liquid fuels compatible with existing aviation and fuel infrastructure, allowing otherwise wasted energy resources to be transformed into scalable fuel production.

Industry demand for Sustainable Aviation Fuel continues to expand as governments, regulators, and major airlines pursue aggressive carbon-reduction targets. Management believes Kepler GTL's modular GTL architecture and intellectual property portfolio position the platform to pursue commercialization opportunities in regions where natural gas resources are currently underutilized or routinely flared. According to the International Air Transport Association (IATA), global SAF production will need to reach 449 billion liters by 2050 to support the aviation industry's net-zero carbon commitments, yet current production accounts for less than one percent of global jet fuel supply.

"We believe the timing of this transaction aligns with a critical inflection point in the sustainable fuels market. Regulatory mandates are accelerating, airline commitments are deepening, and the need for scalable Sustainable Aviation Fuel production has never been greater. With definitive agreements now executed, our focus shifts to completing the transaction and positioning the combined platform to pursue the commercialization opportunities ahead. Kepler GTL's modular architecture and intellectual property portfolio represent the kind of differentiated technology we believe the market is increasingly seeking," said Richard Hawkins, CEO of Eco Innovation Group, Inc.

"What makes this transaction compelling is that Kepler GTL doesn't just address one problem, it targets two. Globally, billions of cubic feet of natural gas are flared each year, representing both an environmental issue and a wasted economic resource," said Brent Nelson, CEO of Kepler GTL Technologies Inc. "At the same time, airlines and regulators are actively seeking new sources of sustainable aviation fuel. Kepler GTL's technology is designed to connect those two realities, and the ECOX public company platform is intended to provide the foundation for advancing that mission through development, strategic partnerships, and engagement with the capital markets."

In parallel with execution of the definitive agreements, the Company has engaged JV CPA Inc., a PCAOB-registered independent audit firm, to commence a two-year PCAOB-compliant audit of the combined business. The Company has also retained Costaldo Law Group P.C., a corporate and securities law firm led by Evan J. Costaldo, Esq., as securities counsel to guide regulatory compliance and corporate governance matters. The Company is actively preparing a Registration Statement on Form 10 for filing with the U.S. Securities and Exchange Commission, intended to establish full SEC reporting status for the combined entity. Management confirms that there is no pending litigation or disputes involving the Company, and all outstanding obligations are strategically aligned with investors who support the Company's growth objectives. Completion of audited financial statements and SEC registration is intended to support enhanced transparency, expanded financial reporting, and potential future capital markets initiatives.

To learn more about Kepler GTL's modular gas-to-liquids technology and its potential to convert stranded energy resources into Sustainable Aviation Fuel and other low-carbon fuels, view the company overview presentation here: Kepler GTL Technology Overview

About Eco Innovation Group, Inc.

Eco Innovation Group, Inc. (OTC:ECOX) is a Nevada corporation focused on strategic transactions and public market platforms designed to facilitate growth opportunities for operating businesses. ECOX bridges the gap between under-resourced issuers and capital markets access by structuring and supporting share-exchange mergers, public offerings, and other transactions that create pathways for growth and shareholder value.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the proposed transaction with Kepler GTL, the anticipated structure and timing of such transaction, and the potential benefits of Kepler GTL's patented gas-to-liquids technology, including projected production capacity, anticipated emissions reductions, modular deployment capabilities, commercial scalability, and participation in the Sustainable Aviation Fuel market. Forward-looking statements also include statements regarding the Company's plans, objectives, expectations, and intentions, including potential acquisitions, audit completion, SEC registration, exchange uplisting, capital structure changes, and future business operations. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "project," "seek," "should," "will," and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including the ability to complete due diligence and execute definitive agreements, the ability to consummate the proposed transaction on favorable terms or at all, the commercial viability and regulatory acceptance of Kepler GTL's technology, risks inherent in the gas-to-liquids, renewable energy, and sustainable fuel sectors, regulatory and permitting risks, market adoption rates for Sustainable Aviation Fuel, competitive conditions, access to capital, audit completion, compliance with SEC and exchange requirements, and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements except as required by law.

Contact:

Investor Relations
[email protected]

SOURCE: Eco Innovation Group, Inc

View the original press release on ACCESS Newswire

M.Robinson--AT