---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-297468"
form_type: "8-K/A"
ticker: "EXOD"
cik: "0001821534"
company_name: "Exodus Movement, Inc."
filed_at: "2025-11-25T23:59:59+00:00"
generated_at: "2026-05-16T17:00:40.696843+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Exodus to acquire W3C Corp for $175M cash, entering crypto payments infrastructure

## Summary
- Deal value $175M cash; funded by cash on hand and Galaxy Digital Bitcoin-secured credit facility.
- Target includes Monavate (payments infrastructure) and Baanx (non-custodial cards); regulatory approvals required from UK FCA and Bank of Latvia.
- Exodus extended $10M loan to seller Garth Howat at 6% interest, secured by equity in W3C.
- Entered $60M term loan and $10M delayed-draw loan to W3C at 12% and 6% interest respectively.
- Transaction expected to close in 2026; positions Exodus to offer end-to-end card and stablecoin payments.

## SEC filing metadata
- accession: 0001193125-25-297468
- form_type: 8-K/A
- ticker: EXOD
- cik: 0001821534
- company_name: Exodus Movement, Inc.
- filed_at: 2025-11-25T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 2.03, 1.01, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1821534/000119312525297468/0001193125-25-297468-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1821534/000119312525297468/exod-20251118.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-297468
- JSON: https://secwatch.observer/filing/0001193125-25-297468.json
- Plain text: https://secwatch.observer/filing/0001193125-25-297468.txt

## Key facts
- Material Agreements
  Exodus Movement, Inc. entered into Pre-Closing Seller Loan with Garth Howat valued at $10 million (effective 2025-11-18).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Garth Howat
  - Value: $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/1821534/000119312525297468/0001193125-25-297468-index.htm
- Material Agreements
  Exodus Movement, Inc. entered into Stock Purchase Agreement with W3C Corp. and Garth Howat valued at approximately $175 million (effective 2025-11-24).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: W3C Corp. and Garth Howat
  - Value: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1821534/000119312525297468/0001193125-25-297468-index.htm

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