Eco Innovation Group (ECOX) and WRA Holdings Execute Definitive Agreements; Approximately $700 Million in Project Financing Confirmed in Clearing for Costa Rica Infrastructure Program

Rhea-AI Summary

Eco Innovation Group (OTCID:ECOX) and WRA Holdings executed all definitive agreements on Dec 4, 2025 to effect a reverse merger that will make WRA a wholly owned subsidiary of ECOX.

The company reported extinguishment of the final legacy convertible note of $195,000 on Dec 8, 2025, removing a prior conversion overhang. WRA confirmed approximately $700 million in project financing is held in a Toronto clearing account and is in final settlement, expected to be released subject to standard banking procedures to fund Costa Rica infrastructure programs.

Positive

• Definitive agreements executed on Dec 4, 2025
• Final legacy convertible note of $195,000 extinguished on Dec 8, 2025
• Approximately $700 million in project financing confirmed in clearing

Negative

• Approximately $700 million financing remains subject to final banking release
• Reverse merger issues newly issued ECOX shares to WRA, creating potential dilution

News Market Reaction

+50.00%

1 alert

+50.00% News Effect

On the day this news was published, ECOX gained 50.00%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Legacy note extinguished: $195,000 Project financing: approximately $700 million Initial infrastructure investment: $800 million +5 more

8 metrics

Legacy note extinguished $195,000 Final convertible note eliminated on Dec 8, 2025

Project financing approximately $700 million Clearing account in Toronto for Costa Rica program

Initial infrastructure investment $800 million Planned initial investment from Nov 7, 2025 LOI

Projected gross revenues $3 billion Projected first five years per Nov 7, 2025 LOI

Program size $3.8–$5 billion National program size from Nov 7, 2025 LOI

Convertible notes payable less than $600,000 Disclosed in Quarterly Report for period ended Sep 30, 2025

Preferred C balance approximately $32,500 Remaining Preferred C balance as of Sep 30, 2025

Public float 481,875,070 shares Risk context float figure

Market Reality Check

Price: $0.0004 Vol: Volume 659,878,755 is 1.4...

normal vol

$0.0004 Last Close

Volume Volume 659,878,755 is 1.44x the 20-day average of 457,084,149, indicating elevated pre-news interest. normal

Technical Price 0.0006 is indicated as trading above the 200-day MA, though the MA value is not provided.

Peers on Argus

ECOX traded flat at 0.0006 with elevated volume, while key peers were mostly unc...

ECOX traded flat at 0.0006 with elevated volume, while key peers were mostly unchanged; only XCPL showed a notable +50% move, suggesting ECOX dynamics were stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Definitive merger, financing	Positive	+50.0%	Definitive WRA merger agreements, $195,000 note extinguished, ~$700M financing clearing.
Nov 13	Rail plan response, cleanup	Positive	+0.0%	Positive INCOFER response and retirement of preferred stock overhang.
Nov 12	Rail plan presentation	Positive	-25.0%	Presentation of National Railway Master Plan and balance sheet disclosures.
Nov 10	Visioning plan details	Positive	-42.9%	Release of Costa Rica Visioning Plan tied to proposed share-exchange merger.
Nov 07	Merger LOI, projections	Positive	+200.0%	LOI to merge with WRA and disclosure of large planned investments and revenues.

Pattern Detected

Recent ECOX news has been consistently positive on strategic progress and capital structure cleanup, but market reactions have been mixed, with sharp rallies on some merger-related headlines and notable selloffs on others.

Recent Company History

Over the last month, ECOX has focused on merging WRA’s Costa Rica infrastructure platform into the public company and simplifying its balance sheet. Key steps included a Nov 7 LOI outlining $800 million in planned investment and up to $5 billion in program size, detailed redevelopment plans on Nov 10, and advancing the National Railway Master Plan. The current announcement on Dec 4/Dec 8 completes definitive merger agreements, confirms clearing of approximately $700 million in project financing, and extinguishes the final $195,000 legacy convertible note.

Market Pulse Summary

The stock surged +50.0% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +50.0% in the session following this news. A strong positive reaction aligns with prior spikes on major WRA-related announcements, such as the +200% move on the merger LOI and the +50% move when this definitive-agreement news was first recorded. Investors previously rewarded balance sheet cleanup, including the extinguished $195,000 note. However, past selloffs after other positive updates highlight execution and timeline risks around the large, multi‑year Costa Rica program.

Key Terms

reverse merger, convertible notes, change of control, share exchange agreement, +4 more

8 terms

reverse merger financial

"complete the previously announced reverse merger transaction."

A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.

convertible notes financial

"all known legacy convertible notes associated with the Company's prior business model"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

change of control financial

"agreements governing the change of control and merger, including a Master Sales Agreement"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

share exchange agreement financial

"Under the Share Exchange Agreement, WRA Holdings, Inc. will contribute all of its issued"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

project financing financial

"approximately $700 million in project financing has been established by a third party lender"

Project financing is a way to fund a single, large project — such as a power plant, toll road, or mine — where lenders and investors look primarily to the project’s future cash flow and assets for repayment rather than the company’s overall balance sheet. It matters to investors because it isolates risk and return: like a mortgage tied to a single house, the project’s performance determines who gets paid and how much, affecting credit risk, expected returns, and how losses are absorbed.

clearing account financial

"established by a third party lender in a designated clearing account in Toronto"

A clearing account is a temporary holding place used by brokers, banks or clearinghouses to park money or securities while a trade, payment or corporate action is being finalized. Think of it as a staging area or holding bin that keeps records accurate and prevents money or shares from getting lost during the handoff; it matters to investors because delays, errors or insufficient balances in clearing accounts can affect the timing of cash flows, settlement risk and the accuracy of portfolio records.

share repurchase financial

"including potential share repurchase initiatives. No decisions regarding the implementation"

A share repurchase is when a company uses cash to buy its own shares from the market, reducing the number of shares available to outside investors. Like a homeowner buying back rooms in a shared house to increase their own stake, repurchases can raise earnings per share and often signal management thinks the stock is undervalued, but they also use up cash that could have gone to dividends, investments, or debt reduction — all important considerations for investors.

capital structure financial

"stabilizing the capital structure, reducing dilution risk, and preparing the Company"

Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.

AI-generated analysis. Not financial advice.

SCOTTSDALE, AZ / ACCESS Newswire / December 8, 2025 / Eco Innovation Group, Inc. (OTCID:ECOX) ("ECOX") and WRA Holdings, Inc. ("WRA") announce the execution of all definitive agreements required to complete the previously announced reverse merger transaction. The agreements were fully executed on December 4, 2025, marking a major milestone in transitioning ECOX into the public company platform for WRA's national infrastructure and environmental redevelopment programs in Costa Rica.

The parties have executed a comprehensive suite of agreements governing the change of control and merger, including a Master Sales Agreement, Stock Purchase Agreement, Share Exchange Agreement, Consulting Agreement, and related ancillary documents. Under the Share Exchange Agreement, WRA Holdings, Inc. will contribute all of its issued and outstanding equity interests into ECOX in exchange for newly issued shares of ECOX common stock. Upon completion, WRA will become a wholly owned subsidiary of ECOX, which will operate as the publicly traded parent company of the combined enterprise. This structure provides shareholders with direct exposure to WRA's national program spanning rail, logistics, energy, water, and environmental redevelopment initiatives throughout Costa Rica.

ECOX also reports that all known legacy convertible notes associated with the Company's prior business model have now been resolved with the extinguishment of the final outstanding note on December 8, 2025. This note, held by a nonstrategic lender in the amount of $195,000, had been the only recent source of conversion activity in the market. Its elimination removes the last material legacy overhang from the prior business model and represents an important step toward stabilizing the capital structure, reducing dilution risk, and preparing the Company for the long term development cycle associated with WRA's national infrastructure portfolio.

WRA has confirmed that approximately $700 million in project financing has been established by a third party lender in a designated clearing account in Toronto for the benefit of WRA's national infrastructure program in Costa Rica. The Company has been advised that the funds are in final settlement processes and are expected to be released for use imminently, subject to standard banking procedures. Upon completion of these procedures, the financing is intended to support the development of WRA's national railway, environmental redevelopment, logistics, and energy initiatives. ECOX and WRA are also evaluating the potential allocation of a portion of this financing to long term capital structure optimization strategies at the ECOX level, including potential share repurchase initiatives. No decisions regarding the implementation or timing of any such program have been finalized.

"This is an important and defining step for Eco Innovation Group," said Richard Hawkins, CEO of ECOX. "The completion of the definitive agreements and the resolution of the remaining legacy debt have positioned ECOX to enter the next stage of this transition on solid footing. We are focused on creating a clean, transparent structure that can support WRA's multiyear national infrastructure program in Costa Rica. One of the key strengths of this initiative is that it is structured as a true national program. When major developments are approached regionally, timelines often slip and outcomes vary. A coordinated national plan, managed under a unified program structure, keeps every component aligned and moving in the same direction. On the corporate side, eliminating the remaining legacy overhang was an important step in stabilizing the capital structure as we advance toward this next phase."

"Today marks the beginning of an exciting new chapter," said Cornel Alvarado, President and CEO of WRA Holdings, Inc. "With the definitive agreements executed and approximately $700 million in project financing now confirmed in clearing, we are ready to advance our vision for Costa Rica's infrastructure renaissance. Our discussions regarding capital structure optimization and future exchange uplisting reflect our commitment to long term shareholder value and institutional credibility."

WRA's master plan encompasses a national railway and logistics corridor connecting Costa Rica's northern, central, and Caribbean regions, a new international airport, waste to energy facilities, clean water and coastal restoration programs, and regional healthcare infrastructure. These initiatives form part of a broader multibillion dollar national program designed to modernize Costa Rica's transportation, energy, and environmental systems.

Shareholders and interested parties can view or download a complete presentation at the following link: View the full Costa Rica Visioning Presentation here

About WRA Holdings, Inc.
WRA Holdings, Inc. is a multinational infrastructure development and investment company focused on public and private-partnership projects that drive economic growth, environmental renewal, and urban redevelopment. The company's flagship Costa Rica initiative integrates national rail, airport, and logistics systems, port revitalization, waste-to-energy conversion, clean-water programs, and healthcare infrastructure to build a cleaner, more connected nation and foster regional connectivity and long-term prosperity across Central America.

About Eco Innovation Group, Inc.
Eco Innovation Group, Inc. (OTCID:ECOX) is a Nevada corporation focused on providing strategic advisory and compliance services tailored to micro-cap and small-cap public companies and private enterprises preparing to enter the public markets. 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. Forward-looking statements include statements regarding the Company's plans, objectives, expectations, and intentions, including statements regarding potential acquisitions, SEC registration, exchange uplisting, share cancellations, and future business operations. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "should," "will," "would" and similar expressions identify forward-looking statements. These statements are based on management's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Important factors that could cause such differences include, but are not limited to: the ability to complete acquisitions on favorable terms or at all; the ability to integrate acquired businesses successfully; risks inherent in the mining, energy storage, and infrastructure sectors; regulatory and permitting risks; market conditions; competitive factors; the ability to obtain financing; the ability to engage audit firms and complete audited financial statements; the ability to achieve and maintain compliance with SEC and exchange listing 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. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

CONTACT:
Investor Relations
ecoinnovations.info@gmail.com

SOURCE: Eco Innovation Group, Inc

View the original press release on ACCESS Newswire

FAQ

What did ECOX announce about the WRA reverse merger on Dec 4, 2025?

ECOX and WRA executed all definitive agreements on Dec 4, 2025 to complete the reverse merger, with WRA becoming a wholly owned subsidiary.

How much project financing did WRA confirm for the Costa Rica program (ECOX)?

WRA confirmed approximately $700 million in project financing held in a Toronto clearing account for the Costa Rica program.

Has the final legacy convertible note for ECOX been resolved and for what amount?

Yes; the final legacy convertible note of $195,000 was extinguished on Dec 8, 2025.

Are the $700 million in financing funds immediately available to ECOX/WRA?

The funds are reported to be in final settlement and are expected to be released subject to standard banking procedures.

Will the WRA transaction issue new ECOX shares and what does that mean for shareholders?

Under the share exchange, WRA will receive newly issued ECOX common shares, which implies a potential dilution impact for existing shareholders.

Did ECOX announce any finalized plan to use the financing for share repurchases?

No; ECOX and WRA said they are evaluating potential allocation to capital structure optimization, but no decisions have been finalized.