Good afternoon, everyone, and welcome to Exodus' Special Investor Update Call. I'm your host, Elizabeth Shores, and joining me today are Exodus' Co-founder and CEO, J.P. Richardson, and our Chief Financial Officer, James Gernetzke. Now, today's call focuses on the press release we issued this afternoon. We announced the definitive agreement to acquire W3C Corporation and its subsidiaries, Monavate and Baanx. Now, during this conversation, we may make forward-looking statements. The company cautions investors that any forward-looking statement involves risks and uncertainties and is not a guarantee of future performance. Actual results may vary materially from those expressed or implied in the forward-looking statements due to a variety of factors. These factors are described in our most recent earnings and press release and filings with the Securities Exchange Commission, including our most recent annual report on Form 10-K, available on the Investor Relations portion of our website.
We do not undertake any obligation to update forward-looking statements. Now, you know we love to hear from our shareholders, so you can feel free to visit our social media accounts on X or Reddit to submit any questions you may have about this transaction for our investor relations team after our call. Now I'll turn the call over to J.P. to share more about this exciting news. Take it away, J.P.
Thank you, Elizabeth, and thank you all for joining us. Let me start with a story that crystallized for me why this acquisition matters so much. All good stories begin and end in Las Vegas. A few months ago, I was in Las Vegas because my son is a major UFC fan. I lost my traditional payment card the night before, and I was completely stranded without it. Here I was, wanting to enjoy the UFC fights with my son and his friends, with reservations and plans lined up but no way to pay for them. I remembered I had a Baanx card connected to my Exodus wallet. Within three minutes, I ensured the card was activated and was able to seamlessly access the digital assets in my Exodus wallet to cover everything: dinner, entertainment, the entire evening. Not only was this convenient, it was transformative.
The wealth sitting in my crypto self-custodial wallet became instantly usable in the real world through the same payment rails you already know and trust. That experience drove home what we're really building here: the bridge between the digital assets consumers hold in their Exodus wallets and their everyday spending needs. When you need your money, you need it to work immediately, reliably, and without friction. With today's acquisition announcement, Exodus moves closer to owning and orchestrating this system, creating an elevated payments experience for our customers and a growing, more predictable, and diversified revenue stream. This afternoon, we announced that Exodus has entered into a definitive agreement to acquire W3C Corporation and, through it, Monavate and Baanx. This acquisition equips Exodus with powerful new payment capabilities, including the ability to issue cards, provide virtual bank accounts, and settle stablecoin transactions via payment networks such as Visa and Mastercard.
Baanx is a crypto-native platform that develops card programs for self-custodial wallets and crypto apps. Along with other crypto-focused payment programs, it allows consumers to spend from their self-custodial wallet. Some of its partners are already XO Swap partners like MetaMask and Ledger. Monavate is an FCA-regulated e-money institution and a principal member of Visa and Mastercard. It provides BIN sponsorship, issuing, processing, fraud, compliance, and multi-currency accounts. It also has a strong footprint in the U.K. and Europe and is currently expanding into LATAM and the Middle East. We have already been working with Baanx and, through Baanx, Monavate as infrastructure partners, so we have direct experience with their technology and compliance teams. This transaction will give us full ownership and the associated economics of the complete payment experience. It also lets our customers turn the assets in their Exodus wallets into money they can easily spend.
Ultimately, I see the future of money as instant, global, and programmable by default. People won't think in terms of separate bank accounts and crypto wallets. They'll just have one smart balance and one app that can move as dollars, stablecoins, or Bitcoin, depending upon what they're trying to do. To make that work at scale, you need a deeply integrated, regulated payments infrastructure sitting underneath a self-custodial experience. Bringing Baanx and Monavate in-house is what will let Exodus become the operating system for money. Our recent acquisition of Grateful, the LATAM-based stablecoin payments orchestrator, is a key piece of this enhanced payment solution. It allows us to deploy and test multiple stablecoin technologies in the real world, with the functionality launching initially in Argentina and Uruguay later this month.
With the completion of this transaction, Exodus will be the only self-custodial platform that controls the end-to-end process for payment capabilities from wallet to card. What we've been building for years will finally come together in a single, integrated experience. The strategic rationale for this acquisition ultimately comes down to four major reasons. First, we are dramatically expanding how consumers use Exodus, giving them a way to easily spend and pay with their self-custodied assets. This acquisition will give millions of people who use Exodus new ways to spend their digital assets on a daily basis. By letting consumers save, swap, earn, spend all in the same place, we are building a neobanking experience that meets all of their payment needs in one single app. What does this mean for consumers of Exodus?
More control over their money and a smoother, more reliable experience without the fragmented stop-and-start process of moving assets between platforms and exchanges. It also means our customers will be able to use their cards to spend the world's leading stablecoins, Tether and USDC. Tether has become a real payment infrastructure powerhouse in LATAM, powering remittances, merchant payments, and even salaries. USDC dominates institutional retail use in North America and Europe, with both giving customers true choice in how they access and spend their digital dollars alongside their other stablecoins. Second, this acquisition strengthens Exodus' competitive positioning by giving us full control over the payments infrastructure that powers your card. That control lets us deliver the kind of customer experience Exodus is known and loved for.
By controlling the underlying licenses and payment stack and bringing these capabilities in-house, we remove these barriers to give customers access to the assets they want, shaping and perfecting the customer experience all the way to the point of sale. Controlling the payments experience means we can now connect different stablecoins and assets with more flexibility, offer higher limits to consumers, and resolve issues faster because we own the licenses, technology, and decision-making all the way to the moment a customer makes a purchase. Our customer service has always been a competitive advantage. We do it better than anyone. Owning the rails means owning the customer experience. When we own that, consumers get the world-class service we've built a reputation on, from wallet support to every transaction they make. Third, we expect the payments capabilities we're acquiring to meaningfully diversify our revenue model.
We're adding new revenue streams from cards and payments processing, including interchange and processing fees, on top of our existing swap and wallet economics, creating a more balanced and resilient mix of revenue over time. Monavate also powers leading buy-now, pay-later programs such as Zilch. With roughly 80% of its current volumes coming from non-crypto customers, it gives Exodus exposure to mainstream card and buy-now, pay-later spend. This kind of spend tends to stay resilient and often spikes in tougher markets as consumers tighten budgets and lean more on installment products. When more customers save and spend assets with Exodus, we participate in a greater share of their economic activity. That's good for consumers who get more of the Exodus experience they already trust and good for shareholders who benefit from more recurring transaction-driven revenue. Finally, this acquisition enables us to drive more value for our B2B partnerships.
We can now bring Baanx and Monavate products to new and existing XO Swap partners, and we can introduce XO Swap to existing Baanx and Monavate clients. That gives us a clear path to strengthening relationships with fintech companies and enterprise customers by offering them a unified stack of swaps, cards, wallet, and payment infrastructure all under one roof. By connecting these businesses, more partners will choose Exodus for liquidity and payments, giving us an even bigger share in the broader on-chain economy. With the rationale for the deal in place, the next question is, how will we bring this to market? In 2026, we'll be launching a targeted go-to-market plan to reach valuable demographics. Our partnerships and activations will meet consumers where and when they spend, at the stores, experiences, and events they love.
By pairing a best-in-class payments experience with thoughtful brand partnerships and activations, we'll bring these capabilities to consumers at the exact moments when they're deciding how to pay. Making Exodus the easy, natural choice for saving, swapping, and spending digital assets. The goal that's driving all of this is straightforward: build a product that promotes financial sovereignty by default, where customers control their money every step of the way. With that, I'll turn the call over to James to walk through the financial and operational details of the transaction. James.
Thank you, J.P., and good afternoon, everyone. I'll primarily focus on the deal structure, its financial impact, and plans for integration. Regarding the structure of this deal, when we began acquisition discussions, Monavate and the Baanx entities were in the process of being acquired by a company named W3C Corporation. As of today, W3C has signed definitive agreements to acquire certain Monavate and Baanx assets. Last week, we provided bridge financing to W3C, a material portion of which was used to fund this acquisition, as well as to provide capital to W3C for future growth. The final purchase price for our acquisition of W3C contains customary adjustments for cash, indebtedness, transaction expenses, and working capital. Since we believe that using our stock at recent price levels would have been excessively dilutive, we elected to structure the transaction as an all-cash deal.
Now, turning to the financial impact of this deal, on a preliminary unaudited basis, we expect the W3C platform to generate approximately $35 million-$40 million in revenue, net of rev share items, for 2025, with W3C gross margins initially in the range of 45%-55% of revenue net of revenue share. Now, Baanx is still in investment mode, so the near-term contributions from this business on a GAAP net income basis will be modest, but its long-term strategic value is significant. Monavate, on the other hand, is the larger of the two companies, with a business model that bridges both crypto and traditional payments businesses. While Monavate does have some significant crypto industry customers, such as Kraken and OKX, the majority of its revenue is non-crypto related. Baanx has previously entered into commercial agreements with significant crypto industry names, including MetaMask, Ledger, and, of course, Exodus.
We anticipate that the Baanx platform will continue to acquire customers, and we expect to see significant growth as they do. Additionally, we believe there is generally growing demand for the types of products that Baanx provides, as stablecoin adoption is rapidly increasing. These products are similar to Stripe's Bridge platform, for example. We view the number of cards issued as a key metric to evaluate the success of our strategy. Monavate has issued approximately 5 million cards, and we expect Baanx customer card programs that are coming online to deliver strong card growth in 2026. We estimate that the upper bound for the Baanx credit card programs currently signed to be 50 million cards.
Within the current Exodus platform specifically, each Baanx card issued to an Exodus wallet represents a person who is not only storing assets but relying on our technology for daily touchpoints that come with spending activity, which we expect to drive user activation and higher stickiness. We currently expect W3C to generate $20 million -$30 million of gross profit in our full year 2026 projections. Over the next three years, we expect the impact on both revenue and margins to continue to be meaningful. The key drivers are as follows. First, there is meaningful vertical and horizontal integration as we bring capabilities that we currently access through third parties like issuance, processing, and settlement in-house, improving unit economics and margins. As J.P.
Noted, we expect the economics from Monavate's interchange, processing, and programming fees to also serve as meaningful new revenue streams to help build a more stable, recurring earnings base tied to daily payments and use of digital dollars. Second, we are optimizing the financial rails for our customers. Controlling the on-ramp, conversion, and off-ramp steps enables us to design efficient flows aligned with regulatory requirements across jurisdictions, which translates into a larger revenue opportunity. The last revenue driver over the medium term is new product offerings. These acquisitions will allow us to expand our services for existing customers and B2B to C partners, including cards, programmable payouts, settlement flows for merchants and institutions, and other payment use cases that sit adjacent to the existing Exodus experience.
We believe that the total addressable market for these services will grow into the entire TAM of Visa and Mastercard's $20 trillion annual payment volume as stablecoin infrastructure becomes the norm. I'll now turn to how we will execute from here on integration, product rollout, and how we'll be measuring success. We have been working with these teams for over a year and are approaching integration in a thoughtful and deliberate manner. Our initial focus will be on obtaining regulatory approval for the acquisition of W3C, which has a number of regulatory licenses for which Exodus will acquire control. During this approval period, we expect W3C to operate its business and the businesses of Monavate and Baanx as these groups had originally planned. Additionally, our engineering teams will continue to work to integrate Baanx's card products into Exodus as previously announced.
We expect the most critical integration work to begin shortly after regulatory approvals are received and the transaction is closed, and that is expected in approximately three to nine months, barring any unforeseen obstacles. We have planned a phased integration with three steps. The first step is the integration of certain Baanx assets and Monavate into W3C, which is actively underway by W3C's management. The second step comes immediately post-close and involves Exodus' tech and product teams integrating with the legacy Baanx product and technology teams. The final step is integration with legacy Monavate. Success is measured by revenue, profit growth, which is driven by the satisfaction of our customers, partners, and our team members. Along those lines at close, we will be ensuring that W3C's current customers continue to be well-served and new card programs and product launches are well executed.
This includes, of course, Exodus' strategic plans, and retaining key talent will play a critical role in our ability to serve our customers. Ultimately, we see these transactions as a catalyst to expand our addressable market, strengthen our competitive moat, and position Exodus at the center of value that is moving on-chain as part of the rapidly evolving payments ecosystem. Thank you so much, and we're happy to respond to any questions or comments you may have. Elizabeth, over to you for Q&A.
All right. Thank you, James. Looking at the questions, I see we have Andrew Harte with BTIG here. Andrew, thanks for being here. Go ahead. The mic is yours.
Hi, team. Can you hear me okay?
Yep, we can hear you.
Great. Thanks so much, and congratulations. James, real helpful, the execution plan you laid out there towards the end. I guess my question is, can you maybe shed some light on what the customer base of the two acquired businesses looks like? Is there any potential overlap today? I guess longer term, what could a cross-sell motion look like between the acquired businesses and Exodus as we know it today? Thanks and congratulations again.
Yes. The businesses right now, the larger one, as I mentioned, is Monavate, and it is primarily not crypto-focused. About 80%, give or take, of their revenue is for non-crypto clients. J.P. mentioned buy-now, pay-later. There are some shipping companies, some prepaid cards in France, things of that nature. We believe that those different types of clients, those are a little bit longer term, and they kind of follow the idea of every single person in the world will need a wallet to use stablecoins. We believe there are definitely opportunities to help some of those Monavate clients get wallets and use them.
On the Baanx side of the house, we already overlap on Ledger and MetaMask, but there are a number of other names that Exodus has in terms of our XO Swap and B2B partners, as well as that Baanx has signed up and then some of the Monavate crypto clients. We generally believe that there is a sizable amount of opportunity as we go and add services into our enterprise stack, if you will, our B2B to C stack. I hope that answered the question.
Very helpful. Thanks.
A little more to it as well. As James had mentioned, Monavate, most of their customers are not crypto-focused, but that being said, they have some very large crypto customers as well. One in particular, Kraken, as you probably know, they just launched their Krak app, and presumably they're going to be, they just tweeted out about an hour before this call suggesting that there will be a card coming. That is powered by Monavate. In addition, Monavate also powers the card for OKX as well. A lot of big potential here.
Awesome. Thanks, J.P., and congrats, guys.
Thank you, Andrew. All right. Next up on deck, we have Owen Rickert from Northland. Go ahead, Owen.
Hey, guys. Congrats on this acquisition. Pretty awesome here. I guess quickly for me, can you just talk about maybe how these acquisitions might interact with your earlier acquisition of Grateful? Are these capabilities pretty complementary?
Yeah. There's a lot of synergies here in the sense that Grateful is about merchant processing. In terms of if you want to accept stablecoins at the point of sale, specifically like in Argentina or Uruguay, then that's where Grateful is going to come in. It's really all about the merchant processing with stablecoins. With what we have here, this is going to be, of course, like more of the credit card programs and BIN sponsorship, but there's a lot of synergies here when we think about stablecoins and empowering both businesses and consumers to use their stablecoins.
Got it. Thank you.
Thanks for being here, Owen. Next up in the Q&A, we have Brett Knoblauch from Cantor. Brett, go ahead.
Perfect. Thank you. Thank you, guys, for hosting this and congrats on closing the acquisition or announcing the acquisition. Could you maybe just dive a bit into the growth rate for Monavate and Baanx? Could you talk also a bit about the bridge financing? Why is there a need for that? Maybe just help understand W3C appears to be in the process of acquiring both, but then you are acquiring them. I guess, how did all that come to fruition?
I think I'll jump in and start with the I'll work backwards. I think that's a logical flow. The W3C, yeah, I talked briefly about it in my remarks. They were in the process. Baanx and Monavate were in the process of merging when we first started discussions with them about acquiring them. They were pretty far along that path. As part of that, they needed some bridge financing in order to finalize that transaction. We were able to essentially help them finalize that transaction and then come on top of them. The other thing is with this, we provided some working capital, which essentially they needed to help with some of the card program launches in new jurisdictions. That is really tied to get to the first part of your question, which was around growth rates.
That is tied to some of these contracts that Baanx has signed that are still in the process of implementation. As we look at the growth of the business, we really see Monavate has done well, and it has some decent growth, and we'll share those numbers when we start merging everything and get through the audits. Monavate has had solid growth over the past three years, but it's definitely much more of a traditional finance, traditional company, where Baanx is definitely more of a startup-type feel, crypto-native, and they have got the bull by the horns with these new contracts. We expect most of the growth in the near future to come from that Baanx side of the house.
Obviously, we'll take whatever Kraken and OKX and others throw at Monavate, but we're really excited specifically about the MetaMask card, the Exodus card, some of the Ledger programs, things of that nature on the Baanx side.
Could you maybe just go into the build versus buy approach? Is this something that maybe you tinkered with in-house before deciding that it would take a while to get the regulatory approvals or build the product or maybe just compete with Baanx who's already got some type of share? Can you maybe just go through your thought process on that as well?
I'm happy to, and James, feel free to add anything to it. It really comes down to providing the best customer experience. That's what it is. If we went with other existing programs out there, you'll find that you're at the mercy of those programs, and you can't have a peek under the hood to figure out, like, "Oh, we would change this here." Let's just say something as simple as a limit on a spend. These programs out there, they have certain limits on a spend, and say if we wanted to change that, that would be very hard to do if we used another program.
For us, we want to empower consumers that have an Exodus wallet, that have a MetaMask wallet, that have any sort of wallet that's connected to a card to have the best experience and have full confidence in knowing that it always works anywhere that they go and that it's safe. That is really what it comes down to, providing the best customer experience. Of course, the financials aside, those are all very important and good, and obviously, we looked at those. After looking at those and really thinking like, "Okay, if we want to take Exodus to the next level, this is absolutely compatible and part of our strategic roadmap." James, you might have more to add.
Yeah, absolutely. To your question about just build versus buy, I think Exodus as a company, I mean, we do not have deep in-house card scheme relationships, Visa, Mastercard. Obviously, we have some, and we're building towards that, especially with some of the products that we've talked about in the past, but we don't have the deep issuing platform experience that Monavate has. We don't have EMIs and these licenses, and we don't have the experience doing the compliance and those types of things. On some levels, it's a fairly simple calculation, the build versus buy. I think the other thing is that this is, I would point out, this is an extremely competitive marketplace that we're in in these past 12 months.
As everyone knows, stablecoins, payment rails, all of fintech in general, the world has changed dramatically in the last 12 months, and there's a real arms race right now. There's not a lot of people out there that have these capabilities to merge Mastercard, Visa, payment rails, and Baanx is a clear leader in that space. The ability to work with them, to leverage what they've done and the relationships that they have with us and then others in the space that are key names, we think that there's a lot of opportunity here, and we think that everything is a lot faster to add that technology and teams and expertise that they provide. Hope that answered it.
Fantastic. Thank you, guys. Really appreciate it.
Thank you, Brett, for being here. It looks like we have no more questions. To round this out, I want to say thank you again to J.P., James, and our analysts. You can all feel free to visit our social channels on X or Reddit to submit your questions for management. Our investor relations team is standing by. Thanks again for joining us today, and we'll see you next time.