Research Reports

Summary

Exodus Movement, Inc. acquired Baanx US Corp. and certain assets from Garth Howat and W3C Corp. for $30.0 million in installments over four years, terminated the 2025 Stock Purchase Agreement, forgave a $10.0 million secured loan to Howat, and dismissed pending litigation effective upon delivery of specified assets on May 1, 2026.

Key takeaways

Acquired all issued and outstanding shares of Baanx US Corp. and certain assets from W3C Corp. and Garth Howat for $30.0 million total consideration, payable in four installments.

First $5.0 million due upon delivery of specified assets (Delivery Date), followed by $5.0 million on the one-year anniversary, $10.0 million on the three-year anniversary, and $10.0 million on the four-year anniversary of closing.

Company may elect to pay second and third installments ($10.0M each) in shares of its Class A Common Stock, subject to prior written approval by W3C Corp. and Howat.

Effective automatically upon Delivery Date: (i) the 2025 Stock Purchase Agreement was terminated; (ii) the Company forgave Howat’s $10.0 million secured, interest-bearing loan.

Parties agreed to dismiss with prejudice the Delaware Chancery Court action Exodus Movement, Inc. v. Garth Howat and W3C Corp., No. 2026-0485, and executed a mutual release of claims.

Full analysis

This transaction represents a strategic acquisition and resolution of prior disputes involving Baanx US Corp., W3C Corp., and Garth Howat. The $30.0 million purchase price is structured to align cash outflows with integration milestones and performance expectations—only $5.0 million is due upfront at the Delivery Date, with the remainder deferred over four years, including two $10.0 million payments in years three and four. The option to settle those later installments in equity provides balance sheet flexibility while preserving cash, contingent on counterparty approval. Critically, the deal simultaneously terminates the 2025 Stock Purchase Agreement and extinguishes a $10.0 million secured loan previously extended to Howat—effectively converting debt into acquisition consideration and eliminating an outstanding liability. The dismissal with prejudice of the active Delaware litigation and mutual release further de-risks ongoing legal exposure and signals full settlement of historical disagreements. Given the size of the consideration relative to the company’s scale (as implied by the installment structure and loan forgiveness), the integration of Baanx US Corp.’s operations, and the resolution of litigation and debt, this event materially alters the company’s asset base, financial obligations, and legal risk profile—all within a single, tightly coordinated closing framework.