Exodus Files Lawsuit in Delaware to Compel W3C Acquisition

Listed cryptocurrency wallet firm Exodus Movement (EXOD) has filed a lawsuit against W3C — parent company of crypto card and payments specialists Baanx and Monovate — and its CEO Garth Howat, seeking to compel completion of a $175 million acquisition agreed in November 2024.

According to industry reports, Exodus filed the complaint in the Delaware Court of Chancery, demanding that Howat comply with obligations under the November 24, 2025 Stock Purchase Agreement.

Loans Accepted, Repayment Refused — and Documents Allegedly Falsified

According to the lawsuit, Howat and W3C accepted $80 million in loans from Exodus upon signing the deal, with $10 million going directly to Howat personally. Howat subsequently declared these loans did not need to be repaid.

The lawsuit is scathing in its characterization of the defendants' conduct: "Defendants Garth Howat and W3C are engaged in a blatant, reckless, and improper campaign to escape closing a transaction for the sale of W3C to Exodus that they had promised to complete in a binding agreement."

The complaint further alleges that the defendants attempted to pilfer funds from one of their own subsidiaries, falsely backdated documents filed with government authorities, and attempted to dismiss entire boards of directors and replace key executives with loyalists — actions allegedly prohibited under the binding agreement. Howat has not publicly responded to the allegations.

Background: Baanx, Monovate, and the Crypto Card Market

W3C subsidiaries Baanx and Monovate operated the Crypto Life digital asset card business, partnering with major players including Mastercard and MetaMask. Had the acquisition been completed, Exodus would have expanded significantly beyond wallet services into real-world card payment infrastructure.

JP Richardson, CEO and Co-founder of Exodus, stated: "We have a binding agreement with W3C and expect it to be fully honored. We're confident in the path forward and anticipate a swift resolution."

Legal Risk in Crypto M&A Under the Spotlight

This case highlights the real-world contractual risks that can emerge in crypto sector mergers and acquisitions, particularly in deal structures where large loan disbursements accompany signing. Analysts suggest the outcome could influence how future crypto M&A deals are structured, especially regarding protections against post-signing counterparty withdrawal.