Exodus Movement, Inc. filed a lawsuit in the Delaware Court of Chancery on April 13 2026 to compel W3C Corp. and its CEO, Garth Howat, to complete the November 24 2025 Stock Purchase Agreement. The suit seeks enforcement of the $175 million cash consideration that Exodus has already paid and a court order that the transaction be closed on the agreed terms.
The acquisition agreement was signed in November 2025 and was subject to regulatory approval. Exodus secured UK Financial Conduct Authority approval on April 8 2026, a key milestone that cleared the way for the deal. The transaction is intended to replace Exodus’s legacy swap‑fee revenue model with a more predictable, recurring income stream from card issuance and payment processing, positioning the company as a full‑stack payments provider.
Financially, Exodus reported Q4 2025 revenue of $29.5 million, a 3% decline from Q3 and a 34% decline from Q4 2024, while full‑year revenue reached $121.6 million, up 5% from 2024. The company has also loaned $58.8 million to W3C to fund acquisitions of Monavate and Baanx, with an additional $10 million of potential financing on the table. These figures illustrate the scale of the deal and the financial exposure involved.
The lawsuit alleges that W3C and its CEO are attempting to avoid closing the deal, misappropriating funds, backdating documents, and improperly dismissing board members and executives. The financing structure, which is secured by Exodus’s Bitcoin holdings, introduces additional risk if Bitcoin’s price were to decline sharply. These legal and market‑risk factors underscore the urgency of a court‑ordered completion for Exodus.
JP Richardson, CEO and co‑founder of Exodus, said, “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.” The statement reflects management’s confidence in the transaction’s strategic value and the expectation that a court order will resolve the impasse.
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