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On July 14, 2026, BitRush Corp. (CSE: BRH), a Toronto-based shell company aiming to reactivate its CSE listing, revealed it has signed a non-binding letter of intent to acquire all issued and outstanding shares of Dexwet Holdings Corporation, a Delaware-incorporated air filtration technology firm, through a proposed reverse takeover. According to the LOI terms, Dexwet shareholders would own roughly 60% of the combined entity upon closing, effectively gaining control of the listed company. This announcement marks a key step in BitRush's strategy to resume active trading on the CSE, where its shares remain suspended until the transaction is completed and all listing requirements are met.
Key Highlights
- BitRush Corp. (CSE: BRH) issued a non-binding letter of intent dated July 14, 2026, proposing a reverse takeover involving Dexwet Holdings Corporation.
- Dexwet Holdings, a private Delaware corporation, holds patented wet-filtration air technology with nearly 20 years of commercial development across more than ten industry sectors.
- Post-transaction, Dexwet shareholders are expected to hold about 60% of the issuer, existing BRH shareholders approximately 20%, and concurrent financing investors around 20%; a private placement targeting up to $1,000,000 (minimum $500,000) is planned.
- BRH shares remain suspended on the CSE and will continue to be so until the transaction closes and CSE listing criteria are satisfied; the LOI is non-binding with no guarantee the deal will complete.
BitRush Targets Return to Active CSE Trading via Dexwet Reverse Takeover
BitRush Corp., incorporated in Ontario and operating as a shell company, has been actively seeking an acquisition to reactivate its listing on the Canadian Securities Exchange. The LOI with Dexwet Holdings Corporation represents the culmination of this search, aiming to convert BitRush from a dormant shell into a publicly traded air filtration technology company with Dexwet as its wholly owned subsidiary.
The CSE classifies this transaction as a "reverse takeover" and/or a "Fundamental Change," since Dexwet shareholders will control the resulting issuer upon closing. This classification entails regulatory requirements such as preparing and filing a listing statement, obtaining CSE approval, and complying with securities laws. BitRush’s shares, listed under the symbol BRH at 120 Adelaide Street West, Suite 2500, Toronto, Ontario, remain suspended and will not resume trading until these conditions are met or an alternative compliance path is established.
Dexwet Holdings: Advanced Patented Wet-Filtration Technology with Two Decades of Commercial Use
Dexwet Holdings Corporation, the target company, is recognized for its innovative patented wet-filtration technology based on a proprietary two-part filtration system. This technology features a low-resistance filter design that maintains high airflow with minimal pressure drop, paired with a specially formulated absorber fluid that permanently captures airborne particles through molecular adhesion rather than mechanical sieving. The absorber fluid can be integrated into filter media or capture oil present in the airstream, enabling filtration across diverse environments.
Dexwet’s technology has been commercially developed and deployed for nearly 20 years across more than ten industries, including HVAC systems, aluminum die-casting, ATMs, gaming machines, industrial dust collection, motorsports, data centres, medical settings, oil mist filtration, and specialized OEM filtration systems. The company claims its wet-filtration method outperforms conventional dry filters, which tend to clog, restrict airflow, increase energy use, and require frequent replacement—issues Dexwet’s technology is designed to overcome even in harsh conditions such as high temperature, humidity, dust, oil, or corrosive environments.
Proposed Acquisition Structure and Ownership Breakdown
Under the LOI, BitRush plans to acquire all issued and outstanding shares of Dexwet Holdings in exchange for BitRush common shares representing about 60% ownership of the combined issuer. Upon closing, Dexwet will become a wholly owned subsidiary of BitRush, and Dexwet’s business will become the primary operation of the resulting entity. BitRush will remain the listed issuer on the CSE, with a name change expected after closing.
The anticipated ownership structure post-transaction is approximately 60% for Dexwet shareholders, 20% for existing BitRush shareholders, and 20% for investors participating in the concurrent private placement. These percentages are preliminary and subject to change, with final ownership and consideration details to be disclosed in a future news release following definitive agreement execution. The final legal structure will also depend on tax, securities law, and accounting considerations.
Concurrent Private Placement Aiming to Raise Up to $1,000,000
BitRush intends to conduct a concurrent private placement to raise gross proceeds of approximately $1,000,000, with a minimum target of $500,000. Funds raised are expected to support working capital, corporate and marketing expenses, product development, and the rollout of Dexwet’s air filtration technology.
Specific financing terms—including issue price, security types, and investor identities—have not been disclosed and remain subject to negotiation and regulatory approval. Completion of this financing is one of several conditions precedent to closing the overall transaction. No target closing date for the financing or transaction has been announced.
Expected Governance Changes: New Board and Management Upon Closing
The governance of the combined issuer is expected to change significantly after closing. Some current BitRush directors and officers are anticipated to resign, with Dexwet nominees appointed to the board and management. The LOI outlines a proposed board of five directors: two nominees from Dexwet, one from BitRush, and two independent directors.
Details on proposed directors and officers have not yet been disclosed and will be included in the listing statement filed in connection with the transaction. No individual names have been announced at this stage.
Conditions for Definitive Agreement and Transaction Completion
The LOI anticipates negotiation and execution of a definitive agreement covering standard representations, warranties, covenants, conditions precedent, indemnities, and termination rights. Key areas include acquisition terms, consideration payable, due diligence completion, financing arrangements, governance, escrow and resale restrictions, and required approvals.
Satisfactory due diligence is a specified condition, with Dexwet agreeing to provide BitRush reasonable access to its financials, contracts, intellectual property, and other relevant materials. No timeline for due diligence completion or definitive agreement signing has been provided. As the LOI is non-binding, neither party has a legal obligation to finalize the transaction at this time.
CSE Approval and Ongoing Trading Suspension of BRH Shares
The transaction requires CSE approval and compliance with securities regulations. BitRush plans to file a listing statement detailing the transaction, target company, and resulting issuer, a critical regulatory step before BRH shares can resume trading.
Currently, BRH shares are suspended on the CSE and will remain so until the transaction closes and listing requirements are fulfilled. No timeline for resumption of trading has been provided. The immediate market impact is unclear due to the suspension.
Risks and Non-Binding Status: No Guarantee of Transaction Completion
The LOI is explicitly non-binding and outlines the parties’ current understanding without creating legal obligations to close. Several conditions must be met before completion, including definitive agreement execution, due diligence, regulatory and shareholder approvals, financing completion, and customary closing conditions.
Additional risk factors include failure to negotiate agreements, regulatory or shareholder approval denial, financing challenges, market condition changes, and other uncontrollable factors. BitRush disclaims any obligation to update forward-looking statements except as required by law. Investors should view the LOI as an initial indication of intent rather than a commitment and monitor future announcements on definitive agreements and CSE review outcomes.
BitRush Corporate Background and Reverse Takeover Rationale
BitRush Corp., incorporated in Ontario and governed by the Business Corporations Act (Ontario), has been seeking acquisition opportunities to reactivate its CSE listing per exchange rules. Its registered office is at 120 Adelaide Street West, Suite 2500, Toronto, Ontario, and it is a reporting issuer in good standing with information available on its SEDAR+ profile.
The reverse takeover with Dexwet is a common route for private companies to access Canadian public markets by merging with or being acquired by a listed shell company. Dexwet shareholders gain control of the public vehicle, while existing BitRush shareholders retain a minority stake. This transaction would provide Dexwet access to public capital and the ability to raise funds via the private placement. BitRush shareholders gain a path to resume trading but face dilution to an estimated 20% ownership. No valuation details for either company were disclosed.
Air Filtration Market Context and Dexwet’s Competitive Edge
Dexwet’s patented wet-filtration technology is positioned as a differentiated solution in the broad air filtration market, which spans industrial, commercial, and consumer sectors. The technology’s ultra-low resistance, performance in extreme conditions, and permanent molecular adhesion particle capture distinguish it from conventional dry filters.
The technology targets markets including data centres, medical facilities, industrial dust collection, HVAC, motorsports, and OEM system integrators, highlighting broad commercial potential. Dexwet claims its solution enables cleaner air, lower operating costs, and improved sustainability. Investors will be watching management’s prioritization of these sectors post-transaction and whether the private placement proceeds sufficiently support the planned commercial rollout.
