MARA’s former French advisory team sues Bitcoin miner for unpaid fees, strategy pivot

MARA’s former French advisory team sues Bitcoin miner for unpaid fees, strategy pivot

William Foxley

Mon, July 27, 2026 at 7:10 PM GMT+3 4 min read

• MARA -3.31%
• BTC-USD +0.58%

French adviser François Garcin and three affiliated entities have filed suit on July 22 against Bitcoin miner MARA Holdings (NASDAQ: MARA) in the Souther District of New York, alleging the bitcoin miner failed to pay a success fee for their engagement in helping to acquire control of French AI/HPC company Exaion.

The complaint alleges MARA then moved away from a France-centered strategy that Garcin had been retained to develop. It also accuses senior executives of resisting the European expansion and removing French leaders and consultants.

"This lawsuit was filed by a former contractor following the end of a business relationship. We believe the allegations are fabricated or completely without merit, and we intend to vigorously defend ourselves against them through the legal process," a MARA representative told Blockspace.

Exaion formed MARA's European AI/HPC entry

MARA completed its acquisition of a 64% stake in Exaion on February 20. EDF, France's state-controlled electric utility, remained a minority shareholder, while Xavier Niel's NJJ Capital acquired a 10% interest in MARA France.

Exaion runs high-performance computing data centers and offers secure cloud and AI infrastructure. MARA and EDF presented the transaction as a way to grow Exaion out of France and move MARA beyond its core bitcoin mining business into European digital infrastructure.

The transaction followed political scrutiny in France over foreign control of strategic infrastructure. The French Treasury approved the final ownership structure in January, with EDF retaining an interest and NJJ providing domestic participation.

The plaintiffs say Garcin and his advisory entities helped establish MARA France and MARA Europe, supported the Exaion negotiations and worked through the French foreign-investment review. They also claim to have developed relationships for MARA with EDF and other European energy groups.

MARA publicly named Garcin its general manager for Europe in August 2025 and credited him with spearheading the formation of its French and European entities. The complaint cites those statements as evidence that MARA accepted and benefited from the plaintiffs' work.

Complaint alleges resistance from MARA executives

The lawsuit names MARA chairman and CEO Fred Thiel, CFO Salman H. Khan, general counsel Zabi Nowaid and corporate-development executive Duncan Dickerson in its factual allegations. None of the four is named individually as a defendant.

Garcin claims the executives resisted the European strategy because expanding MARA France and MARA Europe could move authority and resources away from the United States. The filing alleges that they marginalized Garcin, questioned his work and interfered with prospective European transactions.

The complaint quotes a February 7 message attributed to Thiel: "Between the cost of advisors, the various members of the management team who are all asking for pieces of this business, and the complexities of doing deals in France, I think it may be time for us to pack up our tent and focus on other areas."

Khan replied, according to the filing: "The best deals are the ones that we don't do. I wholeheartedly agree with your assessment."

The plaintiffs present those messages as evidence that management was reconsidering its French strategy before Exaion closed. MARA has not confirmed the messages or the plaintiffs' interpretation of them.

The complaint alleges MARA terminated the advisory engagement on March 6, two weeks after completing the Exaion purchase. It further claims the company subsequently removed French leadership and consultants, including former Engie chairman and CEO Gérard Mestrallet and Forward Global's Steven Zunz.

The filing does not establish that MARA abandoned Europe. Exaion remains part of MARA's disclosed AI/HPC portfolio, and the complaint does not allege that MARA sold its controlling stake.

MARA has also continued expanding its AI and power infrastructure outside France. Since closing Exaion, it agreed to acquire the Long Ridge Energy & Power platform in Ohio for approximately $1.5 billion and acquired a Texas site with rights tied to as much as 2 GW of capacity.

Advisers seek unpaid fees

The legal dispute concerns compensation under a June 2025 engagement agreement. The plaintiffs say the contract provided a €2.4 million advisory fee, paid through monthly installments, plus a success fee equal to 4% of MARA's cash investment in Exaion.

They claim MARA owes approximately €5.92 million for the Exaion success fee and €1 million in unpaid advisory installments. The complaint seeks at least €6.92 million currently due, excluding interest and value-added tax.

The plaintiffs also seek a declaration covering a contingent €4.4 million fee if MARA funds a contemplated €110 million Exaion investment tranche in 2027. They are separately seeking more than $600,000 in legal expenses under the engagement's advancement and indemnification provisions.

MARA questioned the VAT treatment of the invoices before terminating the engagement, according to the complaint. The plaintiffs characterize that dispute as a pretext and claim MARA previously paid VAT-inclusive invoices without objection. Whether the fees were earned, whether VAT was properly charged and whether MARA breached the agreement remain issues for the court.

Update July 27, 2026 3:05pm ET: Updated to include comment from MARA.