Eco Innovation Group signs definitive agreements with Kepler GTL to establish public-company platform for gas-to-liquids technology
Eco Innovation Group Inc. announced March 5 that it has executed definitive agreements to complete its strategic transaction with Kepler GTL Technologies Inc., a developer of proprietary gas-to-liquids (GTL) and coal-to-liquids (CTL) conversion technologies that convert stranded or flared natural gas into sustainable aviation fuel (SAF) and other low-carbon fuels.
With the execution of definitive agreements, the parties have formalized the transaction structure under which Eco Innovation Group will acquire 100 percent of the issued and outstanding equity interests of Kepler GTL through a reverse-merger share-exchange structure, with Eco Innovation Group 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 Eco Innovation Group through the sale of the company’s Series A preferred stock, and a share-exchange agreement pursuant to which Eco Innovation Group 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.
According to Eco Innovation Group, 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 SAF.
The company’s GTL 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 SAF continues to expand as governments, regulators and major airlines pursue aggressive carbon-reduction targets.
Eco Innovation Group said its 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, global SAF production will need to reach 449 billion liters (118.6 billion gallons) by 2050 to support the aviation industry’s net-zero carbon commitments, yet current production accounts for less than 1 percent of global jet-fuel supply.
“We believe the timing of this transaction aligns with a critical inflection point in the sustainable fuels market,” said Richard Hawkins, the CEO of Eco Innovation Group. “Regulatory mandates are accelerating, airline commitments are deepening and the need for scalable SAF 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.”
Brent Nelson, the CEO of Kepler GTL Technologies, added, “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. 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 Eco Innovation Group 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., an independent audit firm, to begin a two-year audit of the combined business.
The company has also retained Costaldo Law Group 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.
