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Crypto firm Exodus sues W3C over $175m deal

Exodus Movement has sued W3C and its CEO Garth Howat in Delaware’s Court of Chancery to force the completion of a US$175 million acquisition agreed in November 2025 under a stock purchase agreement.

W3C is the parent of crypto card and payments firms Baanx and Monovate, which ran the Crypto Life digital asset card business that worked with the likes of Mastercard and MetaMask.

According to the lawsuit, Exodus provided US$80 million in loans when the deal was signed, including US$10 million to Howat personally, and alleged that W3C and Howat later tried to avoid closing the transaction and took actions barred by the stock purchase agreement.

🔗 Source: CoinDesk

🧠 Food for thought

Implications, context, and why it matters.

The acquisition was a high-stakes bet funded by Bitcoin

  • Exodus treated the deal as a shift toward owning its payments stack, seeking steadier income from interchange and processing fees to cushion crypto market swings 1.
  • Executives tied the purchase to a 70% jump in stablecoin payment volume, led by business-to-business (B2B) activity from February to August 2025 1.
  • Funding followed an unusual route. Exodus tapped a credit facility from Galaxy Digital, a financial services firm focused on digital assets, backed by Exodus Bitcoin holdings. That facility supported about US$58.8 million in loans to W3C plus a separate US$10 million secured loan to Howat before closing. The agreement also allows up to US$10 million more for W3C if certain conditions are met 1.
  • W3C was a newly created parent company that combined Monavate and Baanx, pending regulatory approval 2.

A cautionary tale for crypto integration with mainstream finance

  • The legal fight puts a spotlight on the risk of using Bitcoin as acquisition collateral since price drops can strain the whole structure 3.
  • Claims in the lawsuit include improper board removals plus backdated documents. Those claims raise questions about what happens when a publicly traded buyer takes over private companies that run on different governance rules 4.
  • If the deal fails to close, the setback would hit the argument for crypto as a mainstream payments tool. It would also add evidence that linking self-custody wallets, where users hold their own crypto, with regulated card networks like Visa and Mastercard can be hard to run day to day 5.
  • The public clash could push other crypto firms toward straightforward partnerships, steering away from acquisition structures that invite legal disputes and governance friction 5.

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