Exodus Movement to acquire W3C Corp for $175M

Exodus Movement (EXOD) announced it has entered into a definitive agreement to acquire W3C Corp, the parent entity of Monavate Holdings and its subsidiaries and Baanx.com and Baanx US Corp, two established providers of card and payments infrastructure serving fintech, crypto, and enterprise clients. The acquisition is subject to regulatory approvals. Upon the closing of the acquisition, Exodus plans to enter the arena of on-chain payments to become one of the few self-custodial wallets to control the end-to-end payments experience, from wallets to cards. Monavate and Baanx bring issuing, processing and regulatory capabilities that Exodus expects to integrate directly into its existing consumer and enterprise product suite. By way of this transaction, Exodus will assume ownership of the underlying card and payments stack, reducing its dependence on third-party providers and supporting a wider range of assets-including widely-used payment stablecoins. Exodus will also be positioned to issue payment cards via networks like Visa, Mastercard, and Discover, while broadening its geographic reach to support new products and partnerships across the US, UK, and the EU. Exodus expects to fund the $175M purchase price for the acquisition of W3C with a combination of cash on hand and financing from the company’s credit facility with Galaxy Digital which is secured by the Company’s Bitcoin holdings. The purchase price is subject to customary closing adjustments and the acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in 2026. In connection with entering into the definitive agreement, the company loaned approximately $58.8M to W3C to help fund its acquisitions of Monavate and Baanx, and the company may loan up to $10M in additional financing to W3C to support working capital. The initial loan to W3C was funded through borrowings under the company’s Bitcoin-secured credit facility with Galaxy Digital. In addition, the company extended a $10M secured loan to Garth Howat, which is secured by Howat’s equity interests in W3C, with its repayment being offset against the purchase price payable to him at closing, unless repaid earlier.