Form 8-K/A
8-K/A — Exodus Movement, Inc.
Accession: 0001193125-26-307929
Filed: 2026-07-17
Period: 2026-05-01
CIK: 0001821534
SIC: 6199 (FINANCE SERVICES)
Item: Financial Statements and Exhibits
Documents
8-K/A — d155764d8ka.htm (Primary)
EX-23.1 (d155764dex231.htm)
EX-99.1 (d155764dex991.htm)
EX-99.2 (d155764dex992.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A
8-K/A (Primary)
Filename: d155764d8ka.htm · Sequence: 1
8-K/A
true 0001821534 0001821534 2026-05-01 2026-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2026
Exodus Movement, Inc.
(Exact name of Registrant as Specified in Its Charter)
Texas
001-42047
81-3548560
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
15418 Weir St. #333
Omaha, Nebraska
68137
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 833-992-2566
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.000001 per share
EXOD
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Exodus Movement, Inc. (the “Company”) to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 (the “Initial Form 8-K”), in connection with the completion of the acquisition (the “Acquisition”) by the Company of (i) all of the outstanding shares of Monavate Holdings Limited (“Monavate”) and Baanx.com Ltd (“Baanx UK”) on May 1, 2026 from the Receivers in the United Kingdom and (ii) and all of the outstanding shares of Baanx US Corp. (“Baanx US”), pursuant to the Stock Purchase Agreement, dated as of May 1, 2026, by and among the Company, Baanx US, W3C Corp. and Garth Howat.
Upon consummation of the Acquisition, each of Monavate, Baanx UK and Baanx US became a wholly owned subsidiary of the Company. The Company is filing this Amendment solely to supplement Item 9.01 of the Initial Form 8-K to include (i) the historical audited consolidated financial statements of Monavate described below as required by Item 9.01(a) of Form 8-K and (ii) the pro forma financial statements described below as required by Item 9.01(b) of Form 8-K. Except as described herein, all other information in the Initial Form 8-K remains unchanged.
Item 9.01
Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The historical audited consolidated financial statements and accompanying notes of Monavate as of and for the years ended December 31, 2025 and 2024 and the Independent Auditor’s Report issued by PKF Littlejohn LLP are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025 are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(d) Exhibits.
Exhibit No.
Description
23.1
Consent of PKF Littlejohn LLP.
99.1
Audited consolidated financial statements and accompanying notes of Monavate as of and for the years ended December 31, 2025 and 2024.
99.2
Unaudited pro forma condensed combined financial statements of the Company as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXODUS MOVEMENT, INC.
Date: July 17, 2026
By:
/s/ James Gernetzke
James Gernetzke, Chief Financial Officer
EX-23.1
EX-23.1
Filename: d155764dex231.htm · Sequence: 2
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We
consent to the incorporation by reference in Registration Statement No. 333-287587 on Form S-3 and Registration Statement Nos.
333-294901 and 333-284041 on Form S-8 of our report dated July 15, 2026, relating to the financial statements of Monavate
Holdings Limited, appearing in this Current Report on Form 8-K (Amendment No. 1) of Exodus Movement, Inc., dated July 17, 2026.
/s/ PKF Littlejohn LLP
London, United Kingdom
July 17, 2026
EX-99.1
EX-99.1
Filename: d155764dex991.htm · Sequence: 3
EX-99.1
Exhibit 99.1
Registered number: 12749770
MONAVATE HOLDINGS
LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 AND 2024
MONAVATE HOLDINGS LIMITED
INDEPENDENT AUDITORS’ REPORT
To the Shareholders
Monavate Holdings Limited
We have audited the accompanying
consolidated financial statements of Monavate Holdings Limited (the “Company”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other
comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the periods then ended, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board (IASB); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing
standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures
selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2025, and the results of its operations, changes in equity and cash flows for the year then ended in accordance International Financial Reporting Standards as issued by the IASB.
MONAVATE HOLDINGS LIMITED
INDEPENDENT AUDITORS’ REPORT (CONTINUED)
Other Matter
As explained in 25 to the consolidated financial statements, on April 30, 2026, the Company was sold to Exodus Movement, Inc (“Exodus”). As of
that date, the Company became a wholly owned subsidiary of Exodus.
Our opinion on the current year financial statements is not modified in respect of
these matters.
/s/ PKF Littlejohn LLP
Azhar Rana (Senior
Statutory Auditor)
For and on behalf of
PKF Littlejohn LLP
Statutory Auditor
30 Churchill Place Canary Wharf
London
E14 5RE
15 July 2026
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED
31 DECEMBER 2025 AND 2024
Note
2025
£000
As restated
2024
£000
Continuing operations
Revenue
3
61,454
45,109
Cost of sales
(50,134
)
(37,420
)
11,320
7,689
Gross profit
Administrative expenses
4
(15,867
)
(11,688
)
(4,547
)
(3,999
)
Loss from operations
Finance income
8
657
588
Finance expense
8
(907
)
(1,844
)
Profit on disposal of subsidiary
13
(3,469
)
—
Loss before tax
(8,266
)
(5,255
)
Tax credit/(expense)
9
63
(79
)
Loss for the year
(8,203
)
(5,334
)
Total comprehensive income
(8,203
)
(5,334
)
The notes on pages 8 to 39 form part of these financial statements.
Page 1
MONAVATE HOLDINGS LIMITED
REGISTERED NUMBER: 12749770
CONSOLIDATED BALANCE
SHEET
AS AT 31 DECEMBER 2025 AND 2024
As restated
2025
2024
Note
£000
£000
Assets
Non-current assets
Property, plant and equipment
11
17
23
Intangible assets
10
5,522
5,675
Trade and other receivables
14
—
67
5,539
5,765
Current assets
Trade and other receivables
14
4,288
4,493
Cash and cash equivalents
15
6,233
1,358
Cash held in banks in respect of customers
15
209,803
248,853
220,324
254,704
Total assets
225,863
260,469
Liabilities
Non-current liabilities
Loans and borrowings
17
—
22,378
Deferred tax liability
9
1,142
1,152
1,142
23,530
Current liabilities
Trade and other liabilities
16
226,483
254,419
Loans and borrowings
17
—
20
226,483
254,439
Total liabilities
227,625
277,969
Net liabilities
(1,762
)
(17,500
)
Issued capital and reserves attributable to owners of the parent
Share capital
18
37
10
Share premium reserve
24,866
952
Retained earnings
(26,665
)
(18,462
)
Total equity
(1,762
)
(17,500
)
Page 2
MONAVATE HOLDINGS LIMITED
REGISTERED NUMBER: 12749770
CONSOLIDATED BALANCE
SHEET (CONTINUED)
AS AT 31 DECEMBER 2025 AND 2024
The financial statements on pages 1 to 39 were approved and authorised for issue by the board of Directors
and were signed on its behalf by:
/s/ Michael Daniel Rolph
Michael Daniel Rolph
Director
Date: 15/7/2026
The notes on
pages 8 to 39 form part of these financial statements.
Page 3
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE
YEARS ENDED 31 DECEMBER 2025 AND 2024
Share
capital
£000
Share
premium
£000
Retained
earnings
£000
Total
attributable
to equity
holders of
parent
£000
Total equity
£000
At 1 January 2024 (as previously stated)
10
952
(12,165
)
(11,203
)
(11,203
)
Adjustments on transition to IFRS and prior period error (note 21)
—
—
(963
)
(963
)
(963
)
At 1 January 2024 (as restated)
10
952
(13,128
)
(12,166
)
(12,166
)
Comprehensive income for the year
Loss for the year (as restated - note 21)
—
—
(5,334
)
(5,334
)
(5,334
)
Total comprehensive income for the year
—
—
(5,334
)
(5,334
)
(5,334
)
At 31 December 2024 (as restated)
10
952
(18,462
)
(17,500
)
(17,500
)
At 1 January 2025 (as restated)
10
952
(18,462
)
(17,500
)
(17,500
)
Comprehensive income for the year
Loss for the year
—
—
(8,203
)
(8,203
)
(8,203
)
Total comprehensive income for the year
—
—
(8,203
)
(8,203
)
(8,203
)
Contributions by and distributions to owners
Issue of share capital (note 18)
27
23,914
—
23,941
23,941
Total contributions by and distributions to owners
27
23,914
—
23,941
23,941
At 31 December 2025
37
24,866
(26,665
)
(1,762
)
(1,762
)
The notes on pages 8 to 39 form part of these financial statements.
Page 4
MONAVATE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS
ENDED 31 DECEMBER 2025 AND 2024
Share
capital
£000
Share
premium
£000
Retained
earnings
£000
Total equity
£000
At 1 January 2024
10
952
(10,388
)
(9,426
)
Comprehensive income for the year
Loss for the year
—
—
(5,360
)
(5,360
)
Total comprehensive income for the year
—
—
(5,360
)
(5,360
)
At 31 December 2024
10
952
(15,748
)
(14,786
)
At 1 January 2025
10
952
(15,748
)
(14,786
)
Comprehensive income for the year
Loss for the year
—
—
(5,351
)
(5,351
)
Total comprehensive income for the year
—
—
(5,351
)
(5,351
)
Contributions by and distributions to owners
Issue of share capital
27
23,914
—
23,941
Total contributions by and distributions to owners
27
23,914
—
23,941
At 31 December 2025
37
24,866
(21,099
)
3,804
The notes on pages 8 to 39 form part of these financial statements.
Page 5
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS
ENDED 31 DECEMBER 2025 AND 2024
Note
2025
£000
As restated
2024
£000
Cash flows from operating activities
Loss for the year
(8,203
)
(5,334
)
Adjustments for
Depreciation of property, plant and equipment
11
18
21
Amortisation of intangible fixed assets
10
3,031
2,728
Finance income
(657
)
(588
)
Finance expense
907
1,844
Loss on sale of discontinued operations
3,469
—
Income tax expense
9
(63
)
79
(1,498
)
(1,250
)
Movements in working capital:
Increase in trade and other receivables
(618
)
(2,758
)
Cash held in banks in respect of customers
(39,050
)
205,709
Increase/(decrease) in trade and other payables
9,274
(2,258
)
Cash generated from operations
(31,892
)
199,443
Income taxes received/(paid)
1
(256
)
Net cash (used in)/from operating activities Cash flows from investing
activities
(31,891
)
199,187
Purchases of property, plant and equipment
(14
)
(5
)
Proceeds from disposal of property, plant and equipment
1
—
Net cash outflow on disposal of subsidiary
(50
)
—
Purchase of intangibles
10
(2,878
)
(2,243
)
Interest received
657
588
Net cash used in investing activities
(2,284
)
(1,660
)
Cash flows from financing activities
New secured loans
—
6,014
Interest paid
—
(1,118
)
Net cash from financing activities
—
4,896
Page 6
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
2025
As restated
2024
£000
£000
Net (decrease)/increase in cash and cash equivalents
(34,175
)
202,423
Cash and cash equivalents at the beginning of year
250,211
47,788
Cash and cash equivalents at the end of the year
15
216,036
250,211
The notes on pages 8 to 39 form part of these financial statements.
2025
2024
£000
£000
Cash and cash equivalents at the end of the year comprise:
Cash and cash equivalents
6,233
1,358
Cash held at central banks and other banks in respect of customers
209,803
248,853
216,036
250,211
Net debt reconciliation
2025
2024
£000
£000
Operational cash
6,233
1,358
Borrowings
—
(22,398
)
Net finds/(debt)
6,233
(21,040
)
The notes on pages 8 to 39 form part of these financial statements
Page 7
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies
1.1
General information
Monavate Holdings Ltd is a limited liability company incorporated in England. The Registered Office is The Officers Mess Business Centre
Royston Road, Duxford, Cambridge, England, CB22 4QH.
These financial statements have been prepared for a period of two years ended 31
December 2025 and 2024.
1.2
Basis of preparation of financial statements
The financial statements have been prepared in accordance with applicable International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (IASB) and in conformity with the requirements of the Companies Act 2006. Amendments to IFRS standards and IFRIC Interpretations effective for the current year, have had no material impact on
the financial statements. The Company previously applied FRS 102.
Details of the Group’s accounting policies, including changes
during the year, are included below.
The Directors have reviewed the accounting policies and consider that they are appropriate for the
Company.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of
the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in
note 3.
The financial statements are presented in pounds sterling, are prepared on the going concern basis and under the historical cost
convention. However, the financial statements have been modified to include the revaluation of certain financial assets and liabilities. The measurement bases and principal accounting policies of the Company are set out below.
Page 8
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.3
Transition to IFRS - First-time adoption disclosure
These financial statements are the first financial statements of the Group and the Company to be prepared in accordance with IFRS, for the
financial year ended 31 December 2025. The date of transition to IFRS was 1 January 2024.
In adopting IFRS for the first time,
the Group has applied the requirements of IFRS 1 First time Adoption of International Financial Reporting Standards. IFRS has been applied retrospectively to all periods presented, subject to the mandatory exceptions and optional exemptions
available under IFRS 1.
The Group has applied the mandatory exceptions under IFRS 1 and has not applied any optional exemptions.
Impact of Transition
On
transition from FRS 102 to IFRS, the Group applied IFRS recognition and measurement principles in accordance with IFRS 1. No material adjustments arose on transition.
During the year, an error was identified in the amortisation of internally generated software in prior periods, where amortisation had not been
recognised in accordance with the Company’s accounting policy. This error arose in periods prior to the date of transition (1 January 2024).
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the error has been corrected retrospectively. The
cumulative effect has been recognised as an adjustment to opening retained earnings at 1 January 2024, with a corresponding increase in accumulated amortisation of £3,658,927. Of this amount, £2,696,219 relates to the year ended 31
December 2024, with the remainder relating to earlier periods. (Note 21)
1.4
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities)
controlled by the Company and its subsidiaries. Control is achieved when the Company:
•
has power over the investee;
•
is exposed, or has rights, to variable returns from its involvement with the investee; and
•
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over
the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient to give it power, including:
•
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
•
potential voting rights held by the Company, other vote holders or other parties;
•
rights arising from other contractual arrangements; and
•
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Page 9
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.4
Basis of consolidation (continued)
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the
subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date
when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
Changes in the Group’s ownership interests in existing
subsidiaries
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed
to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated
as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the
subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the
related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS). The fair value of any investment retained in the former subsidiary at the
date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
Page 10
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.5
Going concern
The Directors have presented the financial statements on a going concern basis, considering the Company’s forecasts and projections, and
the support of the group.
The Company’s liquidity is managed, and therefore has been assessed, on a group basis.
Management has undertaken a robust assessment of its forecasts and future performance to assess the appropriateness of the going concern
assumption. It is understood that any judgment made, whilst reasonable at the time, can be valid only at that time and can be overturned by subsequent events. Assessment of external and internal factors influencing this judgement have been
considered and the impact measured to validate if these are likely to change the status of going concern.
The Company will continue to
invest into its platform, and based on our forecasts and the continued performance seen to date in 2026, as well as confirmation from it’s parent company that there is a further £10 million available funding into the business, the
directors have a reasonable expectation that the Group will have adequate resources to continue to meet its obligations as they fall due, and that the Company has adequate resources to continue in operation for the foreseeable future.
The Directors have therefore concluded that the going concern basis is appropriate for the preparation of the accounts.
Page 11
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.6
Revenue
Revenue is recognised in accordance with IFRS 15 – Revenue from Contracts with Customers, when control of services is transferred to the
customer, in an amount that reflects the consideration to which the Company expects to be entitled.
The Company primarily generates
revenue from customer transaction activity and related service fees. Contracts with customers typically consist of a series of distinct services that are either satisfied at a point in time, when transactions are processed, or over time, where the
Company provides ongoing access to its platform.
The Company assesses whether it acts as principal or agent in each arrangement. Where the
Company controls the service before transfer to the customer, revenue is recognised on a gross basis. Where the Company acts as an agent, revenue is recognised net of amounts collected on behalf of third parties.
Revenue is measured at the consideration expected to be received, net of VAT and other sales taxes. Variable consideration, including
chargebacks and reversals, is recognised when it is highly probable that a significant reversal will not occur.
Revenue streams are
disaggregated as set out below.
1) Scheme fee Revenue: As part of Monavate being a principal member and being able to offer
Monavate’s sponsorship services to its contracted customers, Monavate incurs charges for this membership and service offering, including the ability to process transactions on the schemes’ platform. These costs are collectively known as
“Scheme Costs” and are billed to Monavate by the schemes.
Monavate applies a scheme assignment concept, excluding project
fees, splitting its costs into scheme A, B and C fees, along with a classification of pass through and non pass through costs.
Monavate
has assessed that it acts as principal in providing these services, as it controls the scheme services before they are transferred to the customer. Accordingly, revenue is recognised on a gross basis, including amounts classified as pass through.
Scheme fee revenue represents a stand ready performance obligation, as Monavate provides continuous access to scheme membership and transaction processing services. Revenue is recognised over time as these services are provided to customers. Where
Monavate charges customers based on the classification of A, B or C fees, revenue is recognised in line with the provision of the underlying services to which those fees relate.
2) Interchange Revenue: Interchange is a fee typically paid by acquirers (retailers’ bank) to issuers (cardholders’ bank),
to recognise the value delivered in accepting payments. This is facilitated through card scheme networks such as Mastercard or Visa. Monavate, as the issuer, receives positive and negative interchange relating to sales (positive), reversals and
chargebacks (negative). Each transaction represents a separate performance obligation, which is satisfied at a point in time, being when the transaction is authorised and processed. Interchange includes variable consideration, reflecting the impact
of reversals and chargebacks. Revenue is recognised when it is highly probable that a significant reversal will not occur. The full amount of interchange is payable to Monavate and is recognised as revenue, with presentation reflecting the
Company’s assessment of whether it acts as principal or agent.
3) Setup fees: A
set-up fee is a charge invoiced to a customer for getting a customer live. This includes activities such as onboarding, migration or configuration for a new client. An assessment is made as to whether these
activities transfer a distinct service to the customer. Where they do not represent a separate performance obligation, the set-up fee is deferred and recognised over time in line with the delivery of the
related services. Where the activities represent a distinct performance obligation, revenue is recognised at a point in time when the service is delivered.
4) Monthly Minimums: A contractual monthly minimum is applicable to certain customers. This is the minimum revenue value Monavate can
invoice for within the given period. The amount differs according to each customer and has different mechanisms upon which it can be applied, including tiered charging.
Page 12
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.6
Revenue (continued)
This represents a stand-ready performance obligation, as Monavate provides continuous access to its services over the contract period. Revenue
is recognised over time, as the services are provided and the customer simultaneously receives and consumes the benefits of those services.
5) Transaction/Load Revenue: A contractual charge is applied on certain transactions and loads, as detailed within each customer’s
commercial terms. This is different by customer and has variable criteria on which the amount is applied, including tiered charging. Each transaction or load represents a separate performance obligation, which is satisfied at a point in time, being
when the service is delivered (i.e. when the transaction or load is processed). Where the transactional or load value is greater than the contractual monthly minimum, the transaction / load revenue is applied. Where services happen over a longer
period, revenue is recognised over time, by reference to the stage of completion. Revenue represents the total amount receivable by the Company in respect of services supplied during the period and is recognised net of any applicable VAT.
1.7 Intangible assets
Software
When
internally generated and purchased software will provide future benefit to the Company, it is capitalised and recorded at cost, less receipts from other 3rd parties. After recognition, software is measured at cost less any accumulated amortisation
and any accumulated impairment losses. Software is amortised on a straight line basis over the estimated useful life of the asset, which is generally three years.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of
the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Research costs and capitalisation of development
Research expenditure is written off to the Statement of Profit and Loss and Other Comprehensive Income as incurred.
Development expenditure is capitalised as an intangible asset where the Group can demonstrate:
•
the technical feasibility of completing the asset so that it will be available for use;
•
its intention to complete the asset and use or sell it;
•
its ability to use or sell the asset;
•
that the developed asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development and to use or
sell the asset; and
•
its ability to measure reliably the expenditure attributable to the asset.
Such capitalised costs are amortised over their estimated useful life. Where these criteria are not met, development costs are expensed as
incurred.
Page 13
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.8
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are
incurred.
1.9
Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic
benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and
equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
Fixtures and fittings
3 years
Computer equipment
3 years
1.10
Interest income
Interest income is recognised in profit or loss using the effective interest method.
1.11
Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive Income except that a
charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance
sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing
differences that have originated but not reversed by the balance sheet date, except that:
•
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered
against the reversal of deferred tax liabilities or other future taxable profits; and
•
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have
been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred income tax is
determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Page 14
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.12
Foreign currency translation
Functional and presentation currency
The Company’s functional and presentational currency is Sterling.
Transactions and balances
Foreign currency transactions are converted into the functional currency using spot exchange rates on the date of when the revenue is
recognised.
At each year end foreign currency monetary items are revalued using the year end spot rate.
Non- monetary items measured at historical cost are converted using the exchange rate at the date of the transaction and non-monetary items measured at fair value are
measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of
transactions and from the revaluation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
1.13
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Cash held for clients is recorded separately from the operational funds of the business. Relevant funds are safeguarded under the
Group’s 2EMD licence and held at an authorised credit institution. Cash held for clients is further segregated between the product lines that it relates to.
Safeguarded client funds
The Group holds funds on behalf of customers. Client funds are held in segregated bank accounts with authorised credit institutions and are
legally separate from the Group’s own operating funds. These balances are not available for use by the Group and are not subject to claims by the Group’s creditors.
Safeguarded client funds are recognised as cash and cash equivalents, with a corresponding liability recognised within trade and other
payables. The recognition of both the asset and liability reflects the Group’s custodial role and does not affect the Group’s equity, profit or loss, or liquidity.
1.14
Leases
At the commencement date of a lease, the Company recognises a
right-of-use asset and a corresponding lease liability. The lease liability is measured at the present value of the lease payments, discounted using the interest rate
implicit in the lease, or the incremental borrowing rate where that rate cannot be readily determined.
The
right-of-use asset is initially measured at cost and subsequently depreciated on a straight-line basis over the lease term.
Interest expense is recognised on the lease liability using the effective interest method.
The Company has elected to apply the exemptions available for short-term leases and leases of low-
value assets. Payments associated with these leases are recognised on a straight-line basis over the lease term.
Page 15
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.15
Amounts received from other 3rd parties
Amounts received from other 3rd parties, for development of the processing platform, have been utilised against associated costs, The balance
unutilised at the year end are included in Creditors due within one year, and will be utilised against future costs.
1.16
Financial instruments
Financial instruments are recognised when the company becomes a party to the contractual provisions.
They are measured, at initial recognition, at fair value plus transaction costs, if any.
All regular purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Financial assets – classification
Financial assets are classified at initial recognition based on the company’s business model for managing the financial assets and the
contractual cash flow characteristics of the financial assets. Financial assets are classified as measured at amortised cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss
(“FVTPL”).
A financial asset is classified at amortised cost where it is held within a business model whose objective is to
hold assets in order to collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest. A financial asset is classified at FVOCI where it is held within a
business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms meet the solely payments of principal and interest criterion. All other financial assets are classified as
FVTPL.
The company’s financial assets primarily comprise trade and other receivables and cash and cash equivalents, which are held
to collect contractual cash flows and are therefore measured at amortised cost.
The material accounting policies for each type of
financial instrument held by the company are presented below:
Trade and other receivables
Trade and other receivables, excluding, when applicable, VAT and prepayments, are measured, subsequent to initial recognition, at amortised
cost.
The amortised cost is the amount recognised on the receivable initially, minus principal repayments, plus cumulative amortisation
(interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
The accounting policy for impairment of trade and other receivables is set out in the loss allowances and write offs accounting policy.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (“ECL”) on financial assets measured at amortised cost, including
trade receivables.
The Group does not formally apply the IFRS 9 simplified approach. However, in practice, the Group’s impairment
methodology results in the recognition of lifetime expected credit losses for trade receivables from initial recognition.
Page 16
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
1.
Accounting policies (continued)
1.16
Financial instruments (continued)
The Group’s assessment of expected credit losses incorporates historical default experience, current conditions and forward-looking
information, including the creditworthiness of counterparties and the requirement for customers to pre-fund settlement balances.
Given the short-term nature of receivables and the Group’s risk management practices, including
pre-funding arrangements, the impairment approach applied is not materially different from the simplified approach permitted under IFRS 9.
Loss allowances are measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows.
Borrowings and loans from related parties
Loans from group companies, loans from shareholders and borrowings are classified as financial liabilities subsequently measured at amortised
cost.
Interest expense on borrowings is calculated on the effective interest method, and is included in profit or loss.
Trade and other payables
Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at
amortised cost.
Cash and cash equivalents
Cash and cash equivalents are stated at carrying amount which is deemed to be amortised cost.
Derecognition
The
company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the
company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
The company derecognises financial liabilities when its obligations are discharged, cancelled or they expire. The difference between the
carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
2.
Accounting estimates and judgements
In preparing the consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The areas involving the most significant judgement and estimation uncertainty, and which could result in a material adjustment to the carrying
amounts of assets and liabilities in the next financial year, are set out below.
Page 17
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
2.
Accounting estimates and judgements (continued)
2.1
Judgements
Acting as principal
Monavate has considered whether, in its relationship as a principal member of Card schemes; Mastercard, Visa and Discover, it acts as agent in
contracts with its customers, or principal in its own right. This determines whether it grosses up revenues and costs of sale, or only records the commissions as revenue.
Considering relevant factors, such as primary responsibility for provision of services and credit risk, Monavate has concluded that it does act
as principal in its relationships with its customers and hence records gross revenues and costs of sale.
Capitalisation of internally
generated software
Monavate capitalises internally generated software when it meets the criteria explained within the ccounting
policies.
Judgement is required in determining when a project moves from the research phase to the development phase, at which point costs
become eligible for capitalisation. This includes assessing technical feasibility, the intention and ability to complete the asset, and the probability of future economic benefits.
An assessment is made on a project-by-project basis as to
whether the costs meet the recognition criteria. Management applies judgement based on prior experience of developing similar software solutions.
Further judgement is applied in determining the useful economic lives of capitalised software and the appropriate amortisation method. These
estimates are reviewed periodically.
Capitalised software assets are also reviewed for indicators of impairment at each reporting date,
and where such indicators exist, an impairment assessment is performed in accordance with IAS 36.
The Director consider that the
assumptions applied in capitalisation, amortisation and impairment assessments are appropriate and that the carrying value of capitalised software is supported by the expected future economic benefits of the related assets.
Accounting for preferred shares
In prior periods, the Group issued preferred shares which contained both liability and equity components. Under IAS 32, the proceeds are
allocated between the liability and equity components. The Company has achieved this by determining the amount of the liability component, being the fair value of a similar liability that does not have a conversion feature. The equity component is
the residual value from the proceeds. The transaction costs have been allocated in proportion to the respective components.
During the
current year, all preference share liabilities were settled through the issue of equity instruments and, as a result, this policy is not applicable at 31 December 2025.
Variable consideration
Revenue includes estimates of variable consideration, such as interchange income, which may be subject to reversals arising from chargebacks or
transaction reversals.
Variable consideration is included in revenue only to the extent that it is highly probable that a significant
reversal will not occur when the uncertainty is resolved.
Page 18
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
2.
Accounting estimates and judgements (continued)
2.1
Judgements (continued)
The Group calculates variable consideration using historical data, current trends and contractual terms with customers and scheme providers.
Recoverability of investments and intangible assets
The Company holds investments in subsidiary undertakings, and the Group carries intangible assets arising primarily from internally developed
software.
Assessing the recoverability of these assets requires judgement in estimating future cash flows and determining appropriate
discount rates. These estimates are sensitive to changes in revenue growth assumptions and cost structures.
At the reporting date,
management concluded that no impairment was required in respect of the Group’s intangible assets. An impairment charge of £768k was recognised in the Company in respect of investment balances during the year.
3.
Revenue
The following is an analysis of the Group’s revenue for the year from continuing operations:
2025
2024
£000
£000
Rendering of payment processing services
61,454
45,109
61,454
45,109
All turnover arose within the UK and Europe.
Contract liabilities represent consideration received in advance of the Group satisfying its performance obligations and primarily comprise
advance billing in respect of setup fees and minimum monthly charges. Contract liabilities are presented within deferred income in Note 15.
Contract liability (deferred income) for 2025 is £254k (2024: £390k).
4.
Operating expenses
2025
2024
£000
£000
Depreciation of property, plant and equipment
18
21
Amortisation of intangible assets
3,031
2,728
Contractors
452
42
Exchange differences
573
171
Lease expenses
126
199
Staff costs
5,097
6,468
Audit fees
241
166
Page 19
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
5.
Auditor’s remuneration
During the year, the Group obtained the following services from the Company’s auditor and its associates:
2025
£000
2024
£000
Fees payable to the Company’s auditor and its associates for the audit of the
consolidated and parent Company’s financial statements
241
166
Fees payable to the Company’s auditor in respect of:
Taxation compliance services
4
10
Preparation of financial statements
6
8
6.
Employees
Group
2025
£000
2024
£000
Employee benefit expenses (including Directors) comprise:
Wages and salaries
4,179
3,935
National insurance
508
446
Defined contribution pension cost
410
312
5,097
4,693
The monthly average number of persons, including the Directors, employed by the Group during the year was as
follows:
2025
No.
2024
No.
Management
5
5
Sales
3
2
Administration
37
31
45
38
Page 20
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
7.
Directors’ remuneration
2025
£000
2024
£000
Salaries and wages
685
723
Social security costs
98
97
Group contributions to pension schemes
51
71
834
891
The highest paid director’s emoluments were as follows:
2025
£000
2024
£000
Total remuneration
364
399
Group contributions to pension schemes
25
35
389
434
8.
Finance income and expense
Recognised in profit or loss
2025
£000
2024
£000
Finance income
Other interest receivable
657
588
Total finance income
657
588
Finance expense
Interest on loan component of preference shares
—
892
Loan note interest
907
952
Total finance expense
907
1,844
Page 21
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
9.
Tax expense
9.1
Income tax recognised in profit or loss
2025
£000
2024
£000
Current tax
Current tax on profits for the year
(53
)
14
Total current tax
(53
)
14
Deferred tax expense
Origination and reversal of timing differences
393
65
Adjustments in respect of prior years
(403
)
—
Total deferred tax
(10
)
65
Total tax expense
(63
)
79
The reasons for the difference between the actual tax charge for the
year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
2025
£000
2024
£000
Loss for the year
(8,203
)
(5,334
)
Income tax expense
(63
)
79
Loss before income taxes
(8,266
)
(5,255
)
Tax using the Company’s domestic tax rate of 25% (2024: 27.37%)
(2,067
)
(1,438
)
Expenses not deductible for tax purposes
195
—
Fixed asset differences
(915
)
490
Other permanent differences
1
—
Adjustments to tax charge in respect to previous periods - deferred tax
(402
)
—
Movement in deferred tax not recognised
2,808
1,028
Other differences leading to an increase/(decrease) in the tax charge
317
(1
)
Total tax expense
(63
)
79
Page 22
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
9.
Tax expense (continued)
9.2
Deferred tax balances
The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
2025
2024
£000
£000
Deferred tax liabilities
(1,142
)
(1,152
)
(1,142
)
(1,152
)
Page 23
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE
YEARS ENDED 31 DECEMBER 2025 AND 2024
10.
Intangible assets
Group
Website
£000
Computer
software
£000
Total
£000
Cost
At 1 January 2024
64
7,293
7,357
Additions - external
—
2,243
2,243
At 31 December 2024
64
9,536
9,600
Additions - external
—
2,878
2,878
At 31 December 2025
64
12,414
12,478
Website
£000
Computer
software
£000
Total
£000
Accumulated amortisation and impairment
At 1 January 2024
57
177
234
Adjustments for prior period error (note 21)
—
963
963
At 1 January 2024 (adjusted balance)
57
1,140
1,197
Charge for the year - owned
7
2,721
2,728
At 31 December 2024 (after transition adjustment)
64
3,861
3,925
Charge for the year - owned
—
3,031
3,031
At 31 December 2025
64
6,892
6,956
Net book value
At 31 December 2024 (as restated)
—
5,675
5,675
At 31 December 2025
—
5,522
5,522
Page 24
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
11.
Property, plant and equipment
Group
Fixtures and
fittings
£000
Computer
equipment
£000
Total
£000
Cost or valuation
At 1 January 2024
50
73
123
Additions
—
5
5
At 31 December 2024
50
78
128
Additions
—
14
14
Disposals
—
(8
)
(8
)
At 31 December 2025
50
84
134
Fixtures and
fittings
£000
Computer
equipment
£000
Total
£000
Accumulated depreciation and impairment
At 1 January 2024
38
46
84
Charge owned for the year
8
13
21
At 31 December 2024
46
59
105
Charge owned for the year
3
15
18
Disposals
—
(6
)
(6
)
At 31 December 2025
49
68
117
Net book value
At 1 January 2024
12
27
39
At 31 December 2024
4
19
23
At 31 December 2025
1
16
17
Page 25
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
12.
Investments
Company
2025
2024
£000
£000
Investments in subsidiary companies
15,080
11,718
15,080
11,718
The Company increased its investment in Monavate Limited during the year by purchasing the following
additional Ordinary shares:
•
23 October 2025 - 1,130,000 ordinary £1 shares
•
16 December 2025 - 3,000,000 ordinary £1 shares
Subsidiaries
Details of
the Group’s material subsidiaries at the end of the reporting period are as follows:
Proportion of ownership
Name of subsidiary
Place of incorporation and operation
(%)
2025
2024
1) Monavate Limited
The Officers Mess Business Centre, Royston Road, Duxford, Cambridge, England, CB22 4QH
100
100
During the year, as part of group restructuring, the Company disposed of its investment in UAB Monavate for
£768k (see note 13). As a result, UAB Monavate is no longer included in the Company’s investments at the reporting date.
Page 26
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
13.
Disposal of subsidiaries
13.1
Subsidiaries disposed
Date of Consideration
Name
disposal
received
£000
UAB Monavate
31/10/25
—
13.2
Analysis of assets and liabilities over which control was lost
UAB
Monavate
£000
Total
£000
Non-current assets
Property, plant and equipment
1
1
Current assets
Cash and cash equivalents
50
50
Trade and other receivables
5,990
5,990
Current liabilities
Trade and other liabilities
(2,572
)
(2,572
)
3,469
3,469
13.3
(Loss) on disposal
UAB
Monavate
£000
Total
£000
Consideration received
—
—
Net liabilities disposed of
(3,469
)
(3,469
)
(Loss) on disposal
(3,469
)
(3,469
)
Page 27
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
14.
Trade and other receivables
Group
2025
£000
2024
£000
Non-current
Trade receivables
—
67
Total non-current trade and other
receivables
—
67
Current
Trade receivables
592
785
Prepayments and accrued income
3,290
3,325
Tax recoverable
406
354
Other receivables
—
29
Total current trade and other receivables
4,288
4,493
Company
2025
£000
2024
£000
Current
Amounts owed by group undertakings
—
8
Prepayments and accrued income
48
20
Tax recoverable
53
—
Other receivables
1
29
Total current trade and other receivables
102
57
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Page 28
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
15.
Cash and cash equivalents
Group
2025
2024
£000
£000
Safeguarded cash at bank
5,876
40,778
Settlement cash at bank
203,927
208,075
Operational cash at bank
6,233
1,358
216,036
250,211
Included in cash and cash equivalents are £5,876k (2024: £40,778k) of client funds which are
safeguarded under the Group’s 2EMD license.
The operational cash at bank balance includes £50,000 (2024: £50,000) held
in with ClearBank as a minimum balance requirement. This amount is ring-fenced and not available for the Company’s operational or working capital use.
2025
2024
Company
£000
£000
Operational cash at bank
—
3
—
3
Page 29
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
16.
Trade and other payables
Group
2025
£000
2024
£000
Current
Trade payables
2,944
2,498
Accruals
2,953
2,051
Other payables - tax and social security payments
305
476
Deferred income
254
390
Other creditors
10,224
151
Settlement fund liabilities
203,927
208,075
Card holder balances
5,876
40,778
Total current trade and other payables
226,483
254,419
Safeguarded client funds are externally restricted, do not represent
resources available to the Group, and are therefore excluded from the assessment of the Group’s liquidity risk.
Other creditors
includes amounts received from partners, for development of the processing platform, that have not been utilised against associated costs.
Company
2025
£000
2024
£000
Current
Trade payables
484
83
Payables to related parties
6,983
3,276
Other creditors
2,455
—
Accruals
1,234
592
Other payables - tax and social security payments
222
215
Total current trade and other payables
11,378
4,166
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Other creditors includes amounts received from partners, for development of the processing platform, that have not been utilised against
associated costs.
Page 30
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
17.
Loans and borrowings
Group
2025
£000
2024
£000
Non-current
Bank loans - secured
—
16,028
Redeemable preference shares
—
6,350
—
22,378
Current
Bank loans - secured
—
20
—
20
Total loans and borrowings
—
22,398
Company
2025
£000
2024
£000
Non-current
Bank loans - secured
—
16,028
Redeemable preference shares
—
6,350
—
22,378
Current
Bank loans - secured
—
20
—
20
Total loans and borrowings
—
22,398
During the year, the Company settled its loan and redeemable preference share liabilities of £22,398k
through the issue of equity instruments.
Page 31
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
18.
Share capital
Issued and fully paid
2025
Number
2025
£000
2024
Number
2024
£000
Ordinary shares of £0.01 each
At 1 January and 31 December
550,000
6
550,000
6
2025
Number
2025
£000
2024
Number
2024
£000
Preferred shares of £0.01 each
At 1 January*
450,000
4
450,000
4
Shares issued
2,659,590
27
—
—
At 31 December
3,109,590
31
450,000
4
Ordinary shares carry one vote per share and rank pari passu in respect of dividends and capital.
Preferred shares do not carry voting rights and have preferential rights in respect of distributions as defined in the Company’s articles
of association.
During the year, redeemable preference shares classified as liabilities were settled through the issue of equity
instruments and are now classified fully as equity at 31 December 2025.
*
rounded down
19.
Reserves
Profit and loss account
The profit and loss reserve represents cumulative profits and losses, net of dividends and other adjustments.
Share premium
This
reserve records the amount above the nominal value received for shares issued, less transaction costs.
Page 32
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
20.
Financial instruments risk management
The Group’s financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables, and loans
and borrowings. The principal risks arising from the Group’s financial instruments are credit risk, liquidity risk and market risk. The Board reviews and agrees policies for the management of each of these risks, as summarised below.
20.1 Foreign currency risk management
Foreign exchange risk arises where the Group transacts in currencies other than its functional currency, Sterling. The Group’s exposure
to foreign exchange risk primarily arises from trading activity denominated in Euros.
The Group does not currently hedge foreign exchange
exposures, as management considers the level of exposure to be within acceptable limits.
A reasonably possible change in foreign exchange
rates at the reporting date would not have a material impact on the Group’s profit or equity.
20.2 Interest rate risk management
The Group’s exposure to interest rate risk is limited, as its financial assets and liabilities are primarily held at fixed rates
or short-term variable rates. Accordingly, changes in market interest rates would not have a significant impact on the Group’s financial performance.
20.3 Credit risk management
The Group’s principal exposure to credit risk arises from trade and other receivables and cash held with financial institutions.
The Group mitigates credit risk by:
•
dealing with creditworthy customers;
•
requiring prefunding of settlement obligations from customers; and
•
holding cash balances with regulated financial institutions.
The maximum exposure to credit risk at the reporting date is represented by the carrying value of financial assets recognised in the balance
sheet.
Page 33
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
20.
Financial instruments risk management (continued)
20.4 Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group manages liquidity risk by maintaining adequate cash reserves, regularly monitoring cash flow forecasts, and ensuring that operational
liabilities are settled in the normal course of business.
A significant portion of cash balances and corresponding liabilities relate to
safeguarded customer funds held under the Group’s EMI licence. These balances are externally restricted, are not available to meet the Group’s own obligations, and therefore do not represent liquidity risk for the Group.
Management considers the Group’s liquidity risk to be low.
Liquidity and interest risk tables
The following tables detail the Group’s remaining contractual maturity for its non-derivative
financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest
and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group
may be required to pay.
Carrying
amount
£000
Total
£000
1 - 3 months
£000
3 - 12 months
£000
1 -2 years
£000
2 - 5 years
£000
More than
5 years
£000
31 December 2025
Accruals
2,953
2,953
—
2,953
—
—
—
Trade payables
2,944
2,944
—
2,944
—
—
—
Settlement liabilities
203,927
203,927
203,927
—
—
—
—
Safeguarded balances
5,876
5,876
5,876
—
—
—
—
215,700
215,700
209,803
5,897
—
—
—
Page 34
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
20.
Financial instruments risk management (continued)
20.4 Liquidity risk management (continued)
Carrying
amount
£000
Total
£000
1 - 3 months
£000
3 - 12 months
£000
1 -2 years
£000
2 - 5 years
£000
More than
5 years
£000
31 December 2024
Accruals
2,051
2,051
—
2,051
—
—
—
Secured bank loans
16,048
16,048
—
20
16,028
—
—
Trade payables
2,498
2,498
—
2,498
—
—
—
Settlement liabilities
208,075
208,075
—
208,075
—
—
—
Safeguarded balances
40,778
40,778
—
40,778
—
—
—
269,450
269,450
—
253,422
16,028
—
—
Page 35
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
20.
Financial instruments risk management (continued)
20.5 Fair value of financial instruments
All of the Group’s financial assets and liabilities are measured at amortised cost. The Directors consider that the carrying values
approximate fair value due to the short-term nature of these balances.
As no financial instruments are measured at fair value, the fair
value hierarchy set out in IFRS 7 is not applicable to the Group.
21.
Transition to IFRS
Reconciliation of equity
On transition from FRS 102 to IFRS, the Group applied IFRS recognition and measurement principles in accordance with IFRS 1. No material
adjustments arose on transition.
During the year, an error was identified in the amortisation of internally generated software in prior
periods, where amortisation had not been recognised in accordance with the Company’s accounting policy. This error arose in periods prior to the date of transition (01 January 2024).
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the error has been corrected retrospectively. The
cumulative effect has been recognised as an adjustment to opening retained earnings at 01 January 2024, with a corresponding increase in accumulated amortisation of £3,658,927. Of this amount, £2,696,219 relates to the year ended 31
December 2024, with the remainder relating to earlier periods.
The impact of the restatement on the Group’s financial position is as
follows:
01 January
2024
As previously
stated £’000
01 January
2024
As restated
£’000
31 December
2024
As previously
stated £’000
31 December
2024
As restated
£’000
Intangible assets:
Computer software accumulated amortisation
177
1,140
202
3,861
Profit and loss account
(12,165
)
(13,128
)
(14,803
)
(18,462
)
Reconciliation of equity at the date of
transition (01 January 2024)
£000
Total equity under FRS 102
(11,203
)
Adjustments on transition to IFRS
(963
)
Total equity under IFRS
(12,166
)
Page 36
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
Reconciliation of equity at 31 December 2024
£000
Total equity under FRS 102
(13,841
)
Adjustments on transition to IFRS
(3,659
)
Total equity under IFRS
(17,500
)
Reconciliation of loss for the year ended 31 December 2024
£000
Loss under FRS 102
(2,638
)
Adjustments on transition to IFRS
(2,696
)
Loss under IFRS
(5,334
)
Following a detailed assessment of all applicable standards, including IFRS 15 Revenue from Contracts with
Customers, IAS 38 Intangible Assets, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 12 Income Taxes, management concluded that the Group’s accounting policies under FRS102 were consistent with the recognition and measurement principles
required under IFRS.
Company
The transition from FRS 102 to IFRS did not result in any differences in the recognition or measurement of the Company’s assets,
liabilities or equity.
2025
£000
Reconciliation of equity at the date of transition (01 January 2024)
Total equity under FRS 102
(9,426
)
Adjustments on transition to IFRS
—
Total equity under IFRS
(9,426
)
2025
£000
Reconciliation of equity at 31 December 2024
Total equity under FRS 102
(14,786
)
Adjustments on transition to IFRS
—
Total equity under IFRS
(14,786
)
Page 37
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
2025
£000
Reconciliation of loss for the year ended 31 December 2024
Loss under FRS 102
(5,360
)
Adjustments on transition to IFRS
—
Loss under IFRS
(5,360
)
Following a detailed assessment of all applicable standards, including IFRS 15 Revenue from Contracts with
Customers, IAS 38 Intangible Assets, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 12 Income Taxes, management concluded that the Company’s accounting policies under FRS102 were consistent with the recognition and measurement
principles required under IFRS.
22.
Contingent liabilities
The Group has granted a debenture dated 1 December 2025 in favour of Exodus Movement Inc. Exodus Movement Inc. became the Group’s
ultimate parent undertaking after the year end.
The debenture includes fixed charges over certain assets (including intellectual property,
receivables and bank accounts) and a floating charge over all present and future assets and undertakings of the Group.
At 31 December
2025, no amounts were outstanding under the related financing arrangements. The debenture remained in place and continued to impose certain covenants and restrictions, including a negative pledge over the Group’s assets.
On 30 April 2026, Exodus Movement Inc acquired the entire issued share capital of Monavate Holdings Limited. As such, the Directors
consider the charges to be satisfied.
23.
Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on
consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
23.1
Trading transactions
During the year, group entities entered into the following trading transactions with related parties that are not members of the Group:
Sales of goods and services
2025
2024
£000
£000
Lucas Safety Limited
8
11
8
11
Lucas Safety Limited is a company owned by a director’s brother.
Included within other creditors is an amount of £5,294k (2024: £Nil) payable to a related party. These balances arise from funding
arrangements and are unsecured, interest-free and repayable on demand.
Page 38
MONAVATE HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED 31 DECEMBER 2025 AND 2024
24.
Ultimate controlling party
At the year end, the immediate and ultimate parent undertaking was W3c Corp, a company incorporated and registered in the United States. The
address of W3c Corp is 1201 North Orange Street, Wilmington, DE 19801.
In the opinion of the Directors, there is no ultimate controlling
party.
25.
Events after the reporting date
On 30 April 2026, Monavate Holdings Ltd was acquired by Exodus Movement, Inc., a company incorporated and registered in the United States.
The address of Exodus Movement, Inc. is 15418 Weir Street, #333, Omaha, NE 68137.
Page 39
EX-99.2
EX-99.2
Filename: d155764dex992.htm · Sequence: 4
EX-99.2
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On May 1, 2026, Exodus Movement, Inc. (“Exodus” or the “Company”), completed its acquisition of Monavate Holdings Limited
(“Monavate”) and Baanx.com Ltd. (“Baanx.com”) pursuant to a Stock and Asset Purchase Agreement, dated April 30, 2026 (the “Receivers Purchase Agreement”). Subsequently, on May 1, 2026, Exodus, completed its
acquisition of Baanx US Corp. (“Baanx US”), and agreed to acquire certain other assets from W3C Corp. (“W3C”) and Garth Howat (“Howat”), pursuant to a Stock and Asset Purchase Agreement (the “Purchase
Agreement”). The Receivers Purchase Agreement and the Purchase Agreement are referred to collectively as (the “Transaction”).
The
Transaction followed the Company’s entry into a Stock Purchase Agreement dated November 24, 2025, (the “2025 Stock Purchase Agreement”), with W3C and Howat, and related secured loan arrangements (the “W3C Loans”).
Following a demand for repayment and W3C’s failure to repay the W3C Loans, the Company exercised its contractual rights to appoint receivers in the United Kingdom and, on May 1, 2026, acquired the shares of Monavate and Baanx.com from the
receivers for $76.2 million, representing the outstanding principal and interest on the W3C Loans as of April 30, 2026, which purchase price was satisfied through a netting and discharge of the W3C Loans.
Under the Purchase Agreement, the Company agreed to pay an aggregate purchase price of $30.0 million in installments over four years, with
$5.0 million payable on the Delivery Date (as defined in the Purchase Agreement), $5.0 million payable on the one-year anniversary of closing, $10.0 million payable on the three-year anniversary
of closing, and $10.0 million payable on the four-year anniversary of closing, with the Company having the option (subject to prior written approval of W3C and Howat) to pay all or a portion of certain installment payments in shares of the
Company’s Class A common stock. In addition, effective automatically upon the Delivery Date, the parties agreed that the 2025 Stock Purchase Agreement will be terminated, certain obligations of Howat under the $10.0 million secured
promissory note will be forgiven, and the parties will dismiss with prejudice the Delaware Court of Chancery action and exchange mutual releases, each as further described in the Purchase Agreement.
Due to the Company’s materiality assessment for Baanx.com and Baanx US, the Company will not provide separate historical financial statements for those
entities under Rule 3-05 of Regulation S-X. In this regard, the Company obtained relief from the Securities and Exchange Commission (“SEC”) pursuant to Rule 3-13 of Regulation S-X, which permits the SEC to waive or modify the financial
statement requirements under Regulation S-X.
However, because these acquisitions occurred concurrently and in contemplation of one another and are viewed
collectively as related businesses and a combined transaction, the financial effects of Baanx.com, Baanx US, and other acquired assets have been included as transaction accounting adjustments in the accompanying unaudited pro forma condensed
combined financial statements.
The unaudited pro forma condensed combined financial information contained herein sets forth the following:
•
The historical condensed combined financial information of Exodus, as of and for the three months ended
March 31, 2026 (unaudited), derived from the Company’s unaudited consolidated financial statements; and as of and for the years ended December 31, 2025, derived from the Company’s audited consolidated financial statements;
•
The historical condensed combined financial information of Monavate, adjusted to reflect certain
reclassifications to conform the financial statement presentation with that of the Company, as of and for the three months ended March 31, 2026 (unaudited), derived from the Monavate’s unaudited consolidated financial statements; and as
of and for the years ended December 31, 2025, derived from the Monavate’s audited consolidated financial statements;
•
Pro forma adjustments to give effect to the Transaction on the pro forma condensed combined statements of
operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, as if the Transaction closed January 1, 2025; and
•
Pro forma adjustments to give effect to the Transaction on the pro forma condensed combined balance sheet as of
March 31, 2026, as if the Transaction closed March 31, 2026.
1
The unaudited pro forma condensed combined financial information should be read in conjunction with:
•
Exodus’s audited consolidated financial statements and related notes thereto, for the year ended
December 31, 2025, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 11, 2026;
•
Exodus’s unaudited consolidated financial statements and related notes thereto, as of and for the three
months ended March 31, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the SEC on May 11, 2026;
•
Monavate’s audited consolidated financial statements and related notes thereto, for the years ended
December 31, 2024, and December 31, 2025, and unaudited consolidated financial statements and related notes thereto, as of and for the three months ended March 31, 2026, which are included herewith as Exhibits 99.1, 99.2 and 99.3,
respectively, to this Current Report on Form 8-K/A.
The unaudited pro forma financial
information has been prepared in accordance with SEC Article 11, Pro Forma financial information (“Article 11”), under Regulation S-X of the Exchange Act, giving effect to the application
of the acquisition method of accounting, as promulgated by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). ASC 805
requires, among other things, that under the acquisition method of accounting the acquired assets and assumed liabilities be recognized at their acquisition-date fair value using the fair value concepts as defined in ASC Topic 820, Fair Value
Measurement (“ASC 820”).
At this time, the accounting for the Transaction is ongoing, and the amounts and adjustments presented herein are
provisional, as the purchase accounting is not final. Additionally, the allocation of purchase price to the acquired assets and assumed liabilities was based on preliminary estimates of fair value, determined through discussions with the collective
management of Monavate, Baanx US, and Baanx.com and valuation studies performed by independent third-party valuation experts. Accordingly, the final purchase accounting adjustments may differ materially from the preliminary unaudited adjustments
presented herein. The preliminary estimates are based on the best information available as of the date of this filing and include certain assumptions that the Company believes are reasonable.
The unaudited pro forma financial information, which should be read in conjunction with the accompanying notes, is provided for informational purposes only.
It is neither intended to represent nor indicative of the actual results of operations or financial position of the Company or Monavate as if the Transaction had been completed on the dates assumed. Additionally, it should not be considered
indicative of future consolidated results of operations or financial position. While the unaudited pro forma information reflects the costs incurred to complete the Transaction, it does not account for any anticipated synergies, operational
efficiencies, or cost savings that may result from the Transaction.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2026
(IN THOUSANDS)
Historical
Target
Exodus Movement,
Inc.
Monavate
Holdings Ltd.
As Adjusted
(Note 2)
Transaction
Adjustments
(Note 4)
Pro Forma
Combined
Assets
CURRENT ASSETS
Cash and cash equivalents
72,919
5,329
(4,944
)
(1),(2)
73,304
Restricted cash
—
273,062
200
(2)
273,262
Stablecoins
1,481
—
135
(2)
1,616
Accounts receivable
3,713
4,314
49
(2),(3),(4)
8,076
Inventory
—
—
306
(2)
306
Prepaid expenses
2,172
1,536
—
3,708
Loans receivable, net
85,164
—
(85,164
)
(1),(5)
—
Other current assets
2,528
630
1,989
(2),(6)
5,147
Total current assets
167,977
284,871
(87,429
)
365,419
OTHER ASSETS
Fixed assets, net
435
38
—
473
Digital assets
48,229
—
4
(2)
48,233
Software assets, net
4,064
—
—
4,064
Definite and indefinite-lived intangible assets, net
4,799
7,180
45,320
(7),(8)
57,299
Goodwill
—
—
95,998
(9)
95,998
Deferred tax assets
3,650
—
—
3,650
Other long-term assets
1,340
—
—
1,340
Total other assets
62,517
7,218
141,322
211,057
TOTAL ASSETS
230,494
292,089
53,893
576,476
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
1,811
3,951
29,509
(1),(2),(10)
35,271
Accrued liabilities
2,391
16,716
36,828
(2),(11)
55,935
Payroll liabilities
4,071
—
—
4,071
Income tax payable
3,554
—
(996
)
(12)
2,558
Deferred income
—
234
1,340
(13)
1,574
Deposit liability
—
273,428
1,943
(6)
275,371
Other current liabilities
—
169
218
(2)
387
Total current liabilities
11,827
294,498
68,842
375,167
LONG-TERM LIABILITIES
Deferred tax liability
—
1,509
5,562
(12),(14)
7,071
Total long-term liabilities
—
1,509
5,562
7,071
Total liabilities
11,827
296,007
74,404
382,238
STOCKHOLDERS’ EQUITY
Preferred stock (par $0.000001; 5,000,000 shares authorized; none issued/outstanding)
—
—
—
—
Class A Common Stock
—
—
—
—
Class B Common Stock
—
—
—
—
Additional paid-in capital
130,290
32,909
(32,909
)
(15)
130,290
Accumulated other comprehensive loss
(2,023
)
—
—
(2,023
)
Retained earnings
90,400
(36,827
)
12,398
(5),(10),(11),(15)
65,971
Total stockholders’ equity
218,667
(3,918
)
(20,511
)
194,238
Total liabilities and stockholders’ equity
230,494
292,089
53,893
576,476
See notes to the unaudited pro forma condensed combined financial information.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Historical
Historical
Exodus Movement,
Inc.
Monavate
Holdings Ltd.
As Adjusted
(Note 2)
Transaction
Adjustments
(Note 4)
Pro Forma
Combined
REVENUES
22,747
16,497
(8,681
)
(1),(2),(6)
30,563
EXPENSES (INCOME)
Payment processing services
—
14,034
(8,752
)
(1)
5,282
Technology, development and user support
16,242
—
—
16,242
General and administrative
15,458
4,270
(3,133
)
(4),(5),(6),(7),(8)
16,595
Loss on digital assets, net
36,413
—
—
36,413
Impairment on other assets
411
—
—
411
Staking and other (income) loss
(110
)
—
—
(110
)
Other loss, net
3
—
—
3
Interest income
(4,859
)
(190
)
2,730
(10)
(2,319
)
Interest expense
—
1
—
1
Loss before income taxes
(40,811
)
(1,618
)
474
(41,955
)
Income tax benefit
8,672
—
662
(12)
9,334
NET LOSS
(32,139
)
(1,618
)
1,136
(32,621
)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment
101
—
—
101
Comprehensive loss
(32,038
)
(1,618
)
1,136
(32,520
)
Net loss per share
Basic net loss per share of common stock - Class A
(1.10
)
Basic net loss per share of common stock - Class B
(1.10
)
Diluted net loss per share of common stock - Class A
(1.10
)
Diluted net loss per share of common stock - Class B
(1.10
)
Weighted average number of shares and share equivalents outstanding
Weighted average number of shares used in basic computation - Class A
10,536
Weighted average number of shares used in basic computation - Class B
19,185
Weighted average number of shares used in diluted computation - Class A
10,536
Weighted average number of shares used in diluted computation - Class B
19,185
See notes to the unaudited pro forma condensed combined financial information.
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Historical
Historical
Exodus Movement,
Inc.
Monavate
Holdings Ltd.
As Adjusted
(Note 2)
Transaction
Adjustments
(Note 4)
Pro Forma
Combined
REVENUES
121,551
81,061
(49,856
)
(1),(2),(3)
152,756
EXPENSES (INCOME)
Payment processing services
—
68,820
(49,158
)
(1)
19,662
Technology, development and user support
62,930
—
—
62,930
General and administrative
66,283
18,240
48,807
(4),(5),(6),
(7),(8),(9)
133,330
Loss (gain) on digital assets, net
18,892
—
—
18,892
Gain on sale of future token interests
(2,000
)
—
—
(2,000
)
Impairment on other assets
179
—
—
179
Staking and other income
(271
)
—
—
(271
)
Other loss, net
512
4,576
(21,760
)
(10)
(16,672
)
Interest income
(4,892
)
(867
)
885
(10)
(4,874
)
Interest expense
570
1,196
(1,196
)
(11)
570
Loss before income taxes
(20,652
)
(10,904
)
(27,434
)
(58,990
)
Income tax benefit
9,299
83
(4,004
)
(12)
5,378
NET LOSS
(11,353
)
(10,821
)
(31,438
)
(53,612
)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment
(1,372
)
—
—
(1,372
)
Comprehensive loss
(12,725
)
(10,821
)
(31,438
)
(54,984
)
Net loss per share
Basic net loss per share of common stock - Class A
(1.85
)
Basic net loss per share of common stock - Class B
(1.85
)
Diluted net loss per share of common stock - Class A
(1.85
)
Diluted net loss per share of common stock - Class B
(1.85
)
Weighted average number of shares and share equivalents outstanding
Weighted average number of shares used in basic computation - Class A
9,515
Weighted average number of shares used in basic computation - Class B
19,492
Weighted average number of shares used in diluted computation - Class A
9,515
Weighted average number of shares used in diluted computation - Class B
19,492
See notes to the unaudited pro forma condensed combined financial information.
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 – Basis of Pro Forma Presentation
The
accompanying unaudited pro forma financial information has been prepared to illustrate the estimated effects of the Transaction. The unaudited pro forma balance sheet as of March 31, 2026, gives effect to the Transaction as if it had occurred
on March 31, 2026. The unaudited pro forma statements of operations for the three months ended March 31, 2026, and the year ended December 31, 2025, give effect to the Transaction as if it had occurred on January 1, 2025.
In preparing the unaudited pro forma financial information, Exodus performed a preliminary review of the accounting policies of the acquired entities,
including an assessment of any differences between IFRS and U.S. GAAP, and, where necessary, adjusted and reclassified the historical financial information to conform to Exodus’s accounting policies and financial statement presentation. Final
review of the acquired entities’ accounting policies is ongoing, and additional differences may be identified that, when conformed, could have a material impact on the unaudited pro forma financial information.
The Transaction will be accounted for using the acquisition method of accounting under ASC 805, with Exodus as the acquirer and Monavate, Baanx US, Baanx.com,
and certain other assets from W3C as acquirees for accounting purposes. The unaudited pro forma financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and reflects the
application of the acquisition method of accounting under ASC 805. Under ASC 805, the Transaction is viewed and accounted for together as a single business combination. Pursuant to the guidance in ASC 805, the acquisition method of accounting
requires the purchase price to be allocated to the acquisition-date fair values of the acquired assets and assumed liabilities, with any excess recorded as goodwill. To facilitate this allocation of purchase price and using the fair value concepts
outlined in ASC 820, Exodus has determined the preliminary fair value estimates of the acquired assets and assumed liabilities as of May 1, 2026, the date the Transaction closed. As of the date these unaudited pro forma financial statements
were filed, Exodus has not completed certain detailed valuation procedures necessary to finalize their fair value estimates and related purchase price allocation. Accordingly, the pro forma adjustments are based on preliminary estimates, and
differences may occur and could have a material impact on the unaudited pro forma financial information.
The unaudited pro forma financial information
includes estimated adjustments to record the acquired assets and assumed liabilities at their respective fair values and represents management’s estimates based on the information available as of the date these unaudited pro forma financial
statements were filed. The unaudited pro forma financial information does not give effect to any expected cost savings, operating efficiencies, or revenue synergies that may result from the Transaction, nor any costs required to achieve such
synergies.
Note 2 – Accounting Framework Adjustments and Reclassification
The following presents the adjustments made to Monavate’s historical financial statements to conform their presentation to Exodus’s financial
statement presentation. Monavate’s historical financial information has been translated from its reporting currency of British pounds sterling (“GBP”) to Exodus’s reporting currency of U.S. dollars (“USD”). No
conversion adjustments were required to transition Monavate’s historical financial statements from IFRS to U.S. GAAP, as the underlying accounting standards were determined to be materially in alignment. However, certain adjustments have been
made to align Monavate’s historical accounting policy selections and reclassify historical line items to conform to Exodus’s presentation and policies of the combined company going forward.
For purposes of translating Monavate’s historical financial statements from GBP to USD, the translation was done using the following applicable
historical exchange rates:
Period of Exchange Rate
£/$
Closing exchange rate as of March 31, 2026, for Balance Sheet
1.3216
Average exchange rate for the three months ended March 31, 2026, for Statement of
Operations
1.3473
Average exchange rate for the twelve months ended December 31, 2025, for Statement of
Operations
1.3191
6
MONAVATE HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET RECLASSIFICATION ADJUSTMENTS
AS OF MARCH 31, 2026
(IN THOUSANDS)
Monavate Historical
Presentation
Monavate
Historical
GBP
Reclassification
Adjustments
GBP
Historical,
as
Reclassified
GBP
Historical,
as
Reclassified
USD
Combined Company
Presentation
ASSETS
Non-Current assets
Property, plant and equipment
29
(29
)
(a)
—
—
29
(a)
29
38
Fixed assets, net
Intangible assets
5,433
(5,433
)
(b)
—
—
5,433
(b)
5,433
7,180
Definite and indefinite-lived intangible assets, net
5,462
—
5,462
7,218
Current assets
Trade and other receivables
4,903
(4,903
)
(c)
—
—
3,264
(c)
3,264
4,314
Accounts receivable
477
(c)
477
630
Other current assets
1,162
(c)
1,162
1,536
Prepaid expenses
Cash and cash equivalents
4,033
4,033
5,329
Cash and cash equivalents
Cash held in banks in respect of customers
206,622
(206,622
)
(d)
—
—
206,622
(d)
206,622
273,062
Restricted cash
215,558
—
215,558
284,871
Total assets
221,020
—
221,020
292,089
LIABILITIES
Non-current liabilities
Deferred tax liabilities
1,142
1,142
1,509
Deferred tax liability
1,142
—
1,142
1,509
Current liabilities
Trade and other liabilities
222,842
(222,842
)
(e)
—
—
2,990
(e)
2,990
3,951
Accounts payable
12,649
(e)
12,649
16,716
Accrued liabilities
177
(e)
177
234
Deferred income
206,898
(e)
206,898
273,428
Deposit liability
128
(e)
128
169
Other current liabilities
222,842
—
222,842
294,498
Total liabilities
223,984
—
223,984
296,007
Issued capital and reserves attributable to owners of parent
Share capital
3,005
(3,005
)
(f)
—
—
Share premium reserve
21,897
(21,897
)
(f)
—
—
24,902
(f)
24,902
32,909
Additional paid-in capital
Retained Earnings
(27,866
)
(27,866
)
(36,827
)
Retained earnings
Total equity
(2,964
)
—
(2,964
)
(3,918
)
(a)
Represents a reclassification from property, plant, and equipment to fixed assets, net.
(b)
Represents a reclassification from intangible assets to definite and indefinite-lived intangible assets, net.
(c)
Represents a reclassification from trade and other receivables to accounts receivable, other current assets,
and prepaid expenses.
(d)
Represents a reclassification from cash held in banks in respect of customers to restricted cash.
(e)
Represents a reclassification from trade and other liabilities to accounts payable, accrued liabilities,
deferred income, deposit liability, and other current liabilities.
(f)
Represents a reclassification from share capital and share premium reserve to additional paid-in capital.
7
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS RECLASSIFICATION ADJUSTMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(IN THOUSANDS)
Monavate Historical
Presentation
Monavate
Historical
GBP
Reclassification
Adjustments
GBP
Historical,
as
Reclassified
GBP
Historical,
as
Reclassified
USD
Combined Company
Presentation
Revenues
12,244
—
12,244
16,497
REVENUES
Gross Profit
12,244
—
12,244
16,497
Cost of sales
(9,415
)
9,415
(g)
—
—
(9,415
)
(g)
(9,415
)
(12,685
)
Payment processing services
Administrative expenses
(4,170
)
4,170
(h)
—
—
(3,169
)
(h)
(3,169
)
(4,270
)
General and administrative
(1,001
)
(h)
(1,001
)
(1,349
)
Payment processing services
Finance income
141
(141
)
(i)
—
—
141
(i)
141
190
Interest income
Finance expense
(1
)
1
(j)
—
—
(1
)
(j)
(1
)
(1
)
Interest expense
Loss before tax
(1,201
)
—
(1,201
)
(1,618
)
Tax credit/(expense)
—
—
—
—
Income tax benefit (expense)
Loss for the year
(1,201
)
—
(1,201
)
(1,618
)
(g)
Represents a reclassification from cost of sales to payment processing services.
(h)
Represents a reclassification from administrative expenses to general and administrative and payment processing
services.
(i)
Represents a reclassification from finance income to interest income.
(j)
Represents a reclassification from finance expense to interest expense.
8
MONAVATE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS RECLASSIFICATION ADJUSTMENTS
FOR THE YEAR ENDED DECEMBER 31, 2025
(IN THOUSANDS)
Monavate Historical Presentation
Monavate
Historical
GBP
Reclassification
Adjustments
GBP
Historical,
as
Reclassified
GBP
Historical,
as
Reclassified
USD
Combined Company Presentation
Revenues
61,454
—
61,454
81,061
REVENUES
Gross Profit
61,454
—
61,454
81,061
Cost of sales
(50,134
)
50,134
(k
)
—
—
(50,134
)
(k
)
(50,134
)
(66,130
)
Payment processing services
Administrative expenses
(15,867
)
15,867
(l
)
—
—
(13,828
)
(l
)
(13,828
)
(18,240
)
General and administrative
(2,039
)
(l
)
(2,039
)
(2,690
)
Payment processing services
Finance income
657
(657
)
(m
)
—
—
657
(m
)
657
867
Interest income
Finance expense
(907
)
907
(n
)
—
—
(907
)
(n
)
(907
)
(1,196
)
Interest expense
Profit on disposal of subsidiary
(3,469
)
3,469
(o
)
—
—
(3,469
)
(o
)
(3,469
)
(4,576
)
Other loss, net
Loss before tax
(8,266
)
—
(8,266
)
(10,904
)
Tax credit/(expense)
63
(63
)
(p
)
—
—
63
(p
)
63
83
Income tax benefit (expense)
Loss for the year
(8,203
)
—
(8,203
)
(10,821
)
(k)
Represents a reclassification from cost of sales to payment processing services.
(l)
Represents a reclassification from administrative expenses to general and administrative and payment processing
services.
(m)
Represents a reclassification from finance income to interest income.
(n)
Represents a reclassification from finance expense to interest expense.
(o)
Represents a reclassification from profit on disposal of subsidiary to other loss, net.
(p)
Represents a reclassification from tax credit/(expense) to income tax benefit (expense).
9
Note 3 – Preliminary Estimated Allocation of Consideration Transferred
Under the acquisition method of accounting, the preliminary fair value of the consideration transferred is estimated to be $131.7 million. The contractual
consideration consists of $30.0 million of deferred cash payments payable over four years, the forgiveness of $76.2 million of W3C Loans, and the forgiveness of $10.2 million of Howat Loans. For purchase accounting purposes under ASC
805, consideration transferred is measured at its fair value as of the acquisition date. Accordingly, the deferred cash payments were measured at a preliminary fair value of $24.8 million, reflecting the present value of the installment
payments. In addition, the W3C Loans and Howat Loans were determined to have a combined preliminary fair value of $106.9 million as of the acquisition date, which represents the fair value of the loan forgiveness included in the consideration
transferred. As a result, the preliminary fair value of the total consideration transferred is $131.7 million.
The preliminary consideration
transferred has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition-date fair values in accordance with ASC 805 and ASC 820. These preliminary fair values were determined using the best information
available as of the date of this filing. The purchase accounting adjustments reflected in the accompanying unaudited pro forma financial information are described in Note 4.
As discussed in Note 1 herein, the finalization of these preliminary fair values, the preliminary purchase price and resulting allocation of such, is ongoing.
Accordingly, the finalized amounts may differ from these preliminary amounts presented herein, and those differences may be material.
(in thousands)
Amount
Assets acquired
Cash and cash equivalents
$
5,385
Restricted cash
273,262
Stablecoins
135
Accounts receivable
4,363
Inventory
306
Prepaid expenses
1,536
Other current assets
2,619
Fixed assets, net
38
Digital assets
4
Definite and indefinite-lived intangible assets, net
52,500
Total assets acquired
$
340,148
Liabilities assumed
Accounts payable
4,254
Accrued liabilities
16,718
Deferred income
1,574
Deposit liability
275,371
Other current liabilities
387
Income tax payable
(996
)
Deferred tax liability
7,071
Total liabilities assumed
$
304,379
Fair value of net assets acquired
$
35,769
Goodwill as of March 31, 2026
95,998
Total purchase consideration
$
131,767
10
Note 4 – Pro Forma Transaction Accounting Adjustments
The adjustments below reflect the Company’s application of purchase accounting, pursuant to ASC 805 and ASC 820. The resulting impact of these
adjustments, applicable to the acquired assets and assumed liabilities, are included in the purchase price allocation and determination of goodwill, as described in Note 3.
Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026
The following provides additional details about the methods and assumptions used to determine the transaction accounting adjustments in the unaudited pro forma
condensed combined balance sheet. All adjustments are based on current assumptions and/or valuations, which are subject to change.
1)
Reflects the preliminary estimated fair value of the consideration transferred to acquire Monavate, Baanx.com,
Baanx US, and other acquired assets in the Transaction. The consideration consists of $5.0 million in cash transferred at closing, $19.8 million representing the estimated fair value of deferred payments, and $106.9 million in loan
forgiveness. The fair value of the cash payment was determined by discounting the payments to their present value using an alternative cost of funds rate of 8.14%. The fair value of the loan forgiveness was then calculated as the residual amount of
the total enterprise value of the acquired entities and assets after subtracting the fair value of the cash payment.
2)
Reflects the adjustment to record the tangible assets acquired and liabilities assumed of Baanx US and
Baanx.com at their estimated fair value as follows:
(in thousands)
Preliminary Estimated
Asset Fair Value
Assets acquired
Cash and cash equivalents
$
56
Restricted cash
200
Stablecoins
135
Accounts receivable
12
Inventory
306
Other current assets
46
Digital assets
4
Liabilities assumed
Accounts payable
303
Accrued liabilities
2
Other current liabilities
218
3)
Reflects an adjustment of $0.3 million to conform Monavate’s historical allowance for doubtful
accounts to Exodus’s accounting policy.
4)
Reflects the adjustment of $0.3 million to conform Monavate’s contract assets to Exodus’s
accounting policy.
5)
Reflects the adjustment to record $21.8 million related to the fair value of the loans receivable forgiven
as part of the Transaction. See Note 4(1) for information on how the fair value of loan receivable forgiveness was determined.
6)
Reflects an adjustment of $1.9 million to recognize Monavate customer deposited stablecoins and
corresponding customer deposit liability to conform to Exodus’s accounting policy. Monavate retains control over the customer deposited stablecoins, resulting in gross presentation of both the stablecoins and customer deposit liability.
7)
Reflects adjustment of $7.2 million to record elimination of Monavate’s legacy intangible assets.
11
8)
Reflects the adjustments made to recognize the acquired Monavate, Baanx US, and Baanx.com intangible assets at
their preliminary fair value, as shown in the table below.
(in thousands)
Estimated Useful Life (In
Years)
Preliminary Estimated
Asset Fair Value
Monavate
Trade names
10
$
2,000
Developed technology
10
9,000
Licenses
Indefinite
7,000
Customer relationships
20
22,000
Baanx US
Developed technology
10
2,000
Licenses
Indefinite
1,250
Customer relationships
20
3,000
Baanx.com
Developed technology
10
2,000
Licenses
Indefinite
1,250
Customer relationships
20
3,000
9)
Reflects the goodwill recognized of $96.0 million as a result of the preliminary purchase price
allocation; refer to Note 3 – Preliminary Estimated Allocation of Consideration Transferred.
10)
Reflects adjustments to record $9.4 million of nonrecurring transaction costs incurred after and not yet
recognized as of March 31, 2026.
11)
Reflects adjustments of $36.8 million to record accrued liabilities for one time transaction related
retention bonuses, consisting of $24.2 million for the retention reward program and an adjustment to accrue $12.6 million for the transaction related bonuses.
12)
To adjust and recognize the income tax effect (current and deferred taxes) of the pro forma adjustments, based
on a blended federal and state statutory rate of approximately 21.37% attributed to Exodus adjustments and a statutory rate of approximately 21% attributed to Monavate adjustments. The statutory rates are applied to the proforma adjustments to the
extent the pro forma adjustments result in current or deferred taxable income or expenses which are deductible and proforma adjustments that result in differences in the tax basis of assets and liabilities. The tax effect of adjustments attributed
to Monavate are also impacted by a valuation allowance. The adjustment resulted in an increase to deferred tax liability of $7.1 million and a decrease in income tax payable of $1.0 million.
13)
Reflects the adjustment of $1.3 million to conform Monavate’s contract liabilities to Exodus’s
accounting policy.
14)
Reflects adjustment of $1.5 million for the elimination of Monavate’s historical deferred tax
liability.
15)
Reflects the elimination of Monavate’s historical stockholders’ equity balances.
Adjustments included in the unaudited pro forma condensed combined statements of operations for the three (3) months ended
March 31, 2026, and year ended December 31, 2025
The following provides additional details about the methods and assumptions used to
determine the pro forma adjustments in the unaudited pro forma condensed combined statements of operations. All adjustments are based on current assumptions and/or valuations, which are subject to change.
12
1)
Reflects an adjustment to Monavate’s historical revenues and payment processing service expenses of
$8.8 million for the three months ended March 31, 2026, and $49.2 million for the twelve months ended December 31, 2025, to conform to Exodus’s accounting policy. Monavate primarily contracts with partners to facilitate
payment processing programs under the partner’s name or brand. These partners are considered customers and Monavate will often share a percentage of interchange fee revenue and interest income earned by Monavate with these customers. Because
these payments are consideration payable to a customer for which the customer is not providing a distinct good or service to Monavate, such payments to the customer reduce revenue recognized.
2)
Reflects an adjustment to Monavate’s historical revenues to decrease by $13.0 thousand for the three
months ended March 31, 2026, and decrease by $0.7 million for the twelve months ended December 31, 2025, to conform to Exodus’s accounting policy for contract liabilities.
3)
Reflects an adjustment to increase Monavate’s historical revenues by $0.1 million for the three
months ended March 31, 2026 and $14.0 thousand for the twelve months ended December 31, 2025, to conform to Exodus’s accounting policy for contract assets.
4)
Reflects an adjustment to remove the historical legacy intangible amortization of $1.4 million for the
three months ended March 31, 2026, and $4.0 million for the twelve months ended December 31, 2025.
5)
Reflects an adjustment to record all non-recurring transaction expenses
in the year ended December 31, 2025, assuming the transaction occurred on January 1, 2025. As a result, $2.8 million of transaction expenses historically recorded during the three months ended March 31, 2026, have been reversed
from that period, and transaction costs of $12.1 million are recorded in the pro forma statement of operations for the year ended December 31, 2025. These costs consist of advisory, legal, accounting, and professional fees.
6)
Reflects an adjustment to record the revenues of Baanx US of $12.0 thousand for the three months ended
March 31, 2026, and general and administrative expenses of $0.4 million for the three months ended March 31, 2026, and $0.7 million for the twelve months ended December 31, 2025.
7)
Reflects the adjustment to recognize the amortization of new intangible assets acquired of $0.7 million
for the three months ended March 31, 2026, and $2.9 million for the twelve months ended December 31, 2025.
8)
Reflects the adjustment to Monavate’s historical bad debt expense to decrease by $31 thousand for
the three months ended March 31, 2026, and increase by $0.2 million for the twelve months ended December 31, 2025, to conform to Exodus’s accounting policy.
9)
Reflects an adjustment of $36.8 million for the twelve months ended December 31, 2025, to record
incremental compensation expense in connection with the Transaction, consisting of $12.6 million transaction bonus and $24.2 million retention reward. The transaction bonus constitutes a one-time payment with no future service requirement,
whereas the retention reward requires a twelve-month service period and is recognized evenly over the retention period.
10)
Reflects an adjustment of $2.7 million for the three months ended March 31, 2026, and
$0.9 million for the year ended December 31, 2025, to record the removal of loan interest. Additionally, this adjustment recorded a gain of $21.8 million on extinguishment of the loan forgiven as part of consideration paid for the
Transaction.
11)
Reflects an adjustment of $1.2 million for the twelve months ended December 31, 2025, to remove the
preferred share and debt related interest that relates to shares and debt extinguished in connection to the Transaction.
12)
Reflects an adjustment to recognize the tax impact of pro forma transaction related adjustments based on a
blended federal and state statutory rate of approximately 21.37% attributed to Exodus adjustments and a statutory rate of approximately 21% attributed to Monavate adjustments. The statutory rates are applied to the pro forma adjustments to extent
the pro forma adjustments result in taxable income, expenses which are deductible or changes in deferred tax assets and liabilities. The tax effect of adjustments attributed to Monavate are also impacted by a valuation allowance.
13
Note 5 – Loss per Share
The unaudited pro forma basic and diluted loss per share for the three months ended March 31, 2026, and the year ended December 31, 2025, has been
calculated based on the weighted average shares and the combined pro forma net loss from continuing operations, for the respective periods. Although under the Purchase Agreement the Company has the option to pay the remaining deferred purchase
consideration to Howat in Class A common stock (subject to Howat’s approval), the Company is assuming that all deferred purchase consideration will be paid in cash. As any future settlement in stock is contingent upon an approval that has
not been obtained as of the Delivery Date, these potential future shares are not considered currently issuable for diluted EPS purposes. Diluted loss per share for the three months ended March 31, 2026, and the year ended December 31,
2025, excluded common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share.
The
following table summarizes the calculation of unaudited pro forma basic and diluted loss per share (in thousands, except per share data).
Three Months Ended
March 31, 2026
Year Ended
December 31, 2025
Combined pro forma net loss from continuing operations
$
(32,621
)
$
(53,612
)
Combined pro forma net loss from continuing operations attributable to common
stockholders
$
(32,621
)
$
(53,612
)
Historical weighted average number of basic shares - Exodus Class A
10,536
9,515
Historical weighted average number of basic shares - Exodus Class B
19,185
19,492
Basic net loss per share from continuing operations Class A
$
(1.10
)
$
(1.85
)
Basic net loss per share from continuing operations Class B
$
(1.10
)
$
(1.85
)
Historical weighted average number of diluted shares Exodus Class A
10,536
9,515
Historical weighted average number of diluted shares - Exodus Class B
19,185
19,492
Diluted net loss per share from continuing operations Class A
$
(1.10
)
$
(1.85
)
Diluted net loss per share from continuing operations Class B
$
(1.10
)
$
(1.85
)
The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per
share:
(in thousands)
Three Months Ended
March 31, 2026
Year Ended
December 31, 2025
RSUs outstanding
2,460
2,543
Stock options outstanding
542
545
Warrants
100
100
Number of anti-dilutive shares
3,102
3,188
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v3.26.1
Document and Entity Information
May 01, 2026
Cover [Abstract]
Amendment Flag
true
Entity Central Index Key
0001821534
Document Type
8-K/A
Document Period End Date
May 01, 2026
Entity Registrant Name
Exodus Movement, Inc.
Entity Incorporation State Country Code
TX
Entity File Number
001-42047
Entity Tax Identification Number
81-3548560
Entity Address, Address Line One
15418 Weir St. #333
Entity Address, City or Town
Omaha
Entity Address, State or Province
NE
Entity Address, Postal Zip Code
68137
City Area Code
833
Local Phone Number
992-2566
Written Communications
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Soliciting Material
false
Pre Commencement Tender Offer
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Security 12b Title
Class A Common Stock, par value $0.000001 per share
Trading Symbol
EXOD
Security Exchange Name
NYSEAMER
Entity Emerging Growth Company
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Entity Ex Transition Period
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Amendment Description
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Exodus Movement, Inc. (the “Company”) to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 (the “Initial Form 8-K”), in connection with the completion of the acquisition (the “Acquisition”) by the Company of (i) all of the outstanding shares of Monavate Holdings Limited (“Monavate”) and Baanx.com Ltd (“Baanx UK”) on May 1, 2026 from the Receivers in the United Kingdom and (ii) and all of the outstanding shares of Baanx US Corp. (“Baanx US”), pursuant to the Stock Purchase Agreement, dated as of May 1, 2026, by and among the Company, Baanx US, W3C Corp. and Garth Howat. Upon consummation of the Acquisition, each of Monavate, Baanx UK and Baanx US became a wholly owned subsidiary of the Company. The Company is filing this Amendment solely to supplement Item 9.01 of the Initial Form 8-K to include (i) the historical audited consolidated financial statements of Monavate described below as required by Item 9.01(a) of Form 8-K and (ii) the pro forma financial statements described below as required by Item 9.01(b) of Form 8-K. Except as described herein, all other information in the Initial Form 8-K remains unchanged.
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