Birchtree's $20M Leap into Web3 with Digital Motion Acquisition

VANCOUVER, British Columbia – April 01, 2026 – In a significant move bridging traditional capital with the burgeoning world of decentralized finance, Birchtree Investments Ltd. (CSE: BRCH) has announced a definitive agreement to acquire Digital Motion Corporation, a Delaware-based Web3 technology firm, for USD$20 million. The deal marks a bold strategic pivot for the Canadian investment company, positioning it to capitalize on the high-growth sector of blockchain-based financial infrastructure.

The acquisition, negotiated at arm's length and finalized on March 22, 2026, will see Birchtree acquire 100% of Digital Motion's equity. The transaction will be settled through the issuance of up to 137,060,000 Birchtree shares at a deemed price of CAD$0.20 per share, a move that underscores the company's confidence in the long-term value of its new asset. Trading of Birchtree shares on the Canadian Securities Exchange (CSE) was halted on March 23 pending the release of further details and will remain so until a new listing statement is filed.

A Strategic Dive into the Decentralized Frontier

For Birchtree Investments, a firm whose stated mission is to acquire and divest assets for profit, the acquisition represents a calculated entry into one of the most dynamic sectors in modern finance. The company has historically targeted early-stage companies with validated technologies but nascent commercialization, seeking undervalued opportunities where it can provide strategic guidance. The Digital Motion deal fits this mold perfectly, albeit in a far more disruptive industry than many of Birchtree's previous ventures.

The move taps directly into the rapidly expanding market for real-world assets (RWAs) on the blockchain. Industry analysts project that the value of tokenized RWAs—which include everything from real estate and commodities to traditional equities—could exceed $30 trillion by 2030. By acquiring Digital Motion, Birchtree gains a strategic foothold in the infrastructure designed to facilitate this massive shift. This acquisition is not merely a portfolio addition; it is a fundamental alignment with the convergence of traditional finance (TradFi) and the decentralized economy. The board's decision was reportedly influenced by the high growth potential of the RWA business and advice from an independent financial advisor, signaling a thorough and deliberate strategic choice.

The Vision and Technology of Digital Motion

Founded by Zachary Landau and Robert Polito, Digital Motion has been developing its technology since January 2025, five months before its formal incorporation. The company's mission is to modernize traditional business execution and democratize access to digital financial markets. It aims to achieve this by creating advanced Web3 products focused on capital formation, credit infrastructure, and the tokenization of RWAs.

At the core of its operations are platforms like Mayflower and Starbase, which are designed to bridge the gap between conventional financial systems and the decentralized economy. Since its inception, Digital Motion has deployed nearly USD$665,000 into product development, infrastructure, and legal compliance, building a robust technology stack with a capital-light balance sheet. As of December 31, 2025, the company reported current assets of over USD$785,000, primarily in cash, against liabilities of just over USD$140,000, with no long-term debt.

A key aspect of Digital Motion's strategy is its dual-market architecture, designed to navigate the complex regulatory landscape. Certain offerings are tailored for qualified and accredited institutional investors, while others are structured under Regulation A and similar exemptions in the U.S. to allow for broader public participation. This calibrated approach allows the company to address the entire capital formation stack, from institutional-grade asset origination to compliant retail access, a feature that likely proved attractive to Birchtree.

Deconstructing the $20 Million Deal

The USD$20 million valuation of Digital Motion is a key component of the transaction. This figure was not only established during arm's length negotiations but is also supported by Digital Motion's most recent private financing round, which concluded at the same post-money enterprise value. The consideration will be paid entirely in Birchtree shares, with the final number of shares reaching up to 137,060,000.

Upon closing, Digital Motion's founders, Zachary Landau and Robert Polito, are expected to become major shareholders in the new combined entity. Each is set to receive approximately 57.2 million Birchtree shares, which would represent a 20.75% stake for each founder in the post-transaction company. These shares will be subject to CSE escrow restrictions and a contractual six-month hold period, aligning their long-term interests with those of existing Birchtree shareholders. The significant dilution and the creation of two new control persons are the primary reasons the transaction requires approval from a simple majority of Birchtree's shareholders.

The deemed issue price of CAD$0.20 per share is notably higher than Birchtree's recent trading levels, which hovered around CAD$0.07 before the halt. This premium reflects the forward-looking valuation of Digital Motion and the strategic value Birchtree's board has placed on its technology and market position. The transaction includes a condition in favor of Digital Motion's sellers that this deemed issue price is at least CAD$0.20, protecting their stake in the deal's value.

Path to Finalization and Future Integration

The transaction's closure is contingent upon several customary conditions. Beyond the critical shareholder vote, the deal requires approvals from all necessary third parties and regulatory bodies, including the CSE. Birchtree must also maintain a net working capital position of at least CAD$200,000. No finder's fees are payable in connection with the deal, and there is no minimum financing condition for closing.

As part of the integration, Digital Motion will gain significant influence over the company's direction. Founders Zachary Landau and Robert Polito are expected to be nominated to the Birchtree Board of Directors, bringing their deep expertise in Web3 and financial technology directly into the company's leadership. Furthermore, to retain and incentivize Digital Motion's team, Birchtree plans to grant options for up to 4.8 million shares to key employees and consultants under its equity incentive plan. The company anticipates amending this plan to increase the share reserve, a move that will also require regulatory and potentially shareholder approval.

Until the comprehensive Form 2A Listing Statement detailing the transaction and the combined entity is filed and made public on SEDAR+, Birchtree's shares will remain halted. This period of anticipation will give investors and the market time to digest the full scope of this transformative acquisition, which promises to chart a new course for Birchtree Investments at the intersection of traditional capital and the future of finance.