---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-293690"
form_type: "8-K"
ticker: "EXOD"
cik: "0001821534"
company_name: "Exodus Movement, Inc."
filed_at: "2025-11-24T23:59:59+00:00"
generated_at: "2026-05-16T17:21:07.087027+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Exodus to acquire W3C Corp (Monavate/Baanx) for $175M in cash, expected close in 2026

## Summary
- Aggregate cash consideration of approximately $175M, subject to customary adjustments; funded by cash on hand and Bitcoin-secured credit facility with Galaxy Digital.
- Transaction expected to close in 2026, subject to regulatory approvals from UK FCA and Bank of Latvia.
- Pre-closing seller loan of $10M to Garth Howat at 6% interest, secured by equity in W3C, to offset purchase price at closing.
- Exodus entered into $60M term loan (12% interest) and $10M delayed-draw facility to W3C; $58.8M already drawn to fund acquisitions.
- Acquisition includes Monavate (payments solutions) and Baanx (non-custodial cards), aiming to integrate end-to-end payments into Exodus platform.

## SEC filing metadata
- accession: 0001193125-25-293690
- form_type: 8-K
- ticker: EXOD
- cik: 0001821534
- company_name: Exodus Movement, Inc.
- filed_at: 2025-11-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1821534/000119312525293690/0001193125-25-293690-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1821534/000119312525293690/exod-20251118.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-293690
- JSON: https://secwatch.observer/filing/0001193125-25-293690.json
- Plain text: https://secwatch.observer/filing/0001193125-25-293690.txt

## Key facts
- Material Agreements
  Exodus Movement, Inc. entered into Pre-Closing Seller Loan with Garth Howat valued at principal amount of $10 million (effective 2025-11-18).
  - Action: entry
  - Counterparty: Garth Howat
  - Value: principal amount of $10 million
  - Effective: 2025-11-18
  source text: On November 18, 2025, concurrently with execution of the Purchase Agreement, the Company entered into a secured promissory note (the “ Pre-Closing Seller Loan ”) with Garth Howat, pursuant to which the Company extended a loan in the principal amount of $10 million to Mr. Howat.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821534/000119312525293690/0001193125-25-293690-index.htm
- Material Agreements
  Exodus Movement, Inc. entered into Loan Agreement with Target valued at aggregate principal amount of $60 million (effective 2025-11-18).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Target
  - Value: aggregate principal amount of $60 million
  - Effective: 2025-11-18
  source text: On November 18, 2025, in connection with the Transaction, the Company entered into a Loan Agreement (the “ Loan Agreement ”) with Target, as borrower and guarantor, pursuant to which the Company agreed to make available to Target (i) a term loan facility in an aggregate principal amount of $60 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821534/000119312525293690/0001193125-25-293690-index.htm
- Material Agreements
  Exodus Movement, Inc. entered into Stock Purchase Agreement with W3C Corp. and Garth Howat valued at aggregate cash consideration of approximately $175 million (effective 2025-11-24).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: W3C Corp. and Garth Howat
  - Value: aggregate cash consideration of approximately $175 million
  - Effective: 2025-11-24
  source text: On November 24, 2025, Exodus Movement, Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with W3C Corp. (the “ Target ”) and Garth Howat (“ Seller ”), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of capital stock of the Target (the “ Transaction ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821534/000119312525293690/0001193125-25-293690-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.