July 23, 2026  ·  Complaint filed July 22, 2026  ·  United States District Court for the Southern District of New York, No. 1:26-cv-06190

By David Brunk, civil litigation attorney

Read the complaint

Athanor v. MARA Holdings Alleges Fee Dispute Over Exaion Deal

The complaint alleges MARA Holdings, Inc. ("MARA") entered into an Engagement Agreement with the plaintiffs—Athanor, LLC, Argenthal Global Holdings Ltd, Argenthal Sansovino SAS, and François Garcin—on June 22, 2025, to secure strategic M&A advisory services. Under the agreement, plaintiffs were to receive a 4% success fee on the Exaion SAS acquisition, an annual advisory fee of €2,400,000, and advancement and indemnification for legal costs. The complaint further alleges that in mid-2024, MARA had agreed to pay Athanor a minimum fee of ≥$15,000,000 plus expenses for acquisition advisory services under a separate agreement (Compl. ¶29).

The complaint states that the total currently owed to plaintiffs, including VAT, exceeds $10,000,000, with the total amount claimed reaching $16,000,000+ when including a contingent €4,400,000 success fee tied to a future funding tranche (Compl. ¶¶25, 26).

The Exaion transaction closed on February 20, 2026, triggering the 4% success fee of €5,920,000. Plaintiffs submitted an invoice for fees including the 4% success fee plus 20% VAT. Plaintiffs also claim an additional €1,000,000 in unpaid flat fees, bringing the total currently due to €6,920,000 (Compl. ¶25). The contingent €4,400,000 success fee is tied to a third funding tranche of €110,000,000 planned for 2027 (Compl. ¶112). The complaint notes that the Exaion investment was structured in tranches, with the first tranche amounting to €115,000,000, the second tranche to €33,000,000, and the third tranche of €110,000,000 (Compl. ¶109).

Plaintiffs Allege They Secured Critical Relationships and Approvals for MARA’s European Expansion

Plaintiffs allege they fulfilled their contractual obligations by establishing MARA France and MARA Europe, obtaining foreign-investment approvals for the Exaion deal, and drafting strategic memos positioning the acquisition as a "strategic choice of national interest" for France (Compl. ¶47). The complaint states, "spearhead[ed] the formation of MARA France and MARA Europe and... played an ‘instrumental role’ in securing a majority ownership interest in Exaion" (Compl. ¶1).

MARA publicly credited Garcin and his team for the Exaion investment agreement in a June 25, 2025, press release, stating they played an "instrumental role" in spearheading MARA France and MARA Europe and securing a majority ownership interest in Exaion (Compl. ¶1). The press release described the Exaion acquisition as a move to "accelerate Exaion’s expansion, strengthen its secure cloud and high-performance computing capabilities" (Compl. ¶111). On August 25, 2025, MARA issued another press release crediting Garcin for the Exaion acquisition, further solidifying his role in the transaction (Compl. ¶37).

Plaintiffs allege they arranged high-level meetings with key French energy companies, including EDF, TotalEnergies, and Engie, as well as government officials. On February 23, 2025, Garcin provided MARA CEO Frederick Thiel with a Paris trip schedule that included meetings with Engie and EDF. Garcin’s efforts included coordinating a meeting with former French President François Hollande, who allegedly facilitated the French government’s authorization for the Exaion transaction. On January 19, 2026, Garcin met with Hollande, and Thiel received a draft authorization for the deal shortly thereafter.

Garcin also proposed a three-mode cooperation framework to Thiel in November 2024, prioritizing "building equity in MARA" (Compl. ¶31). The Engagement Agreement, signed on June 22, 2025, covered advisory services for "corporate finance, investment, and acquisition opportunities" (Compl. ¶32). Thiel praised Garcin’s strategy after an Engie meeting on March 13, 2025, and later directed Garcin to "close the door with a very loud bang" on competitors (Compl. ¶¶39, 40). Garcin’s vision included creating "a large group at the intersection of Energy and Computation" in France, which Thiel endorsed by stating, "We need a structural alliance with the French energy companies and government" (Compl. ¶41).

Former Engie CEO Gérard Mestrallet, who served as a MARA Senior Advisor, lobbied the French government for MARA’s projected €4,000,000,000 investment over three years and €10,000,000,000 over five to seven years (Compl. ¶43). After Plaintiffs’ efforts, a French official invited Thiel to the Choose France summit on May 2, 2025 (Compl. ¶44). On May 13, 2025, Garcin arranged Thiel’s meetings with Novakamp CEO, Mestrallet, and the Choose France summit (Compl. ¶44). On August 21, 2025, Garcin drafted a memo for the French government on the EDF-MARA-Exaion deal, describing it as "a strategic choice of national interest" (Compl. ¶47).

MARA Terminated Engagement and Refused Payment After Exaion Closing

After the Exaion transaction closed, MARA terminated the Engagement Agreement on March 6, 2026, and refused to pay the €6,920,000 currently due (€5,920,000 success fee + €1,000,000 remaining flat fee + VAT). Plaintiffs also claim an additional €4,400,000 contingent upon a future funding tranche, which would bring the total to $16,000,000+ when converted at the filing date (Compl. ¶26). The complaint alleges MARA’s termination was a pretextual maneuver to undermine its transatlantic strategy, which had threatened the power and influence of U.S.-based executives. The complaint states, "The pretextual nature of the VAT issue is undeniable" (Compl. ¶10).

Plaintiffs cite internal resistance from MARA’s executives, including CFO Salman Khan and General Counsel Zabidullah Nowaid, who allegedly conspired to sabotage the European expansion. On July 23, 2025, Garcin warned Thiel that Khan and Nowaid were undermining an opportunity. On August 5, 2025, Garcin reported internal resistance to the Exaion deal, which Thiel acknowledged by crediting Garcin for securing EDF’s approval of Exaion terms on August 6, 2025. On December 1, 2025, Garcin reported further internal resistance to Thiel, highlighting ongoing tensions within MARA’s leadership.

On January 25, 2026, Garcin confronted Thiel about Duncan Dickerson sabotaging the TotalEnergies deal. On February 7, 2026, Thiel signaled a willingness to abandon the transatlantic strategy, which Khan encouraged. On February 13–14, 2026, Dickerson excluded the European team from an email thread. Garcin subsequently drafted a whistleblower communication under Sarbanes-Oxley protections on February 15, 2026, citing internal misconduct (Compl. ¶94).

Plaintiffs Allege MARA Manufactured VAT Dispute as Pretext for Non-Payment

The complaint alleges MARA used a VAT dispute as a pretext to terminate the Engagement Agreement. Plaintiffs contend MARA had paid VAT-inclusive invoices for seven months without objection and paid another advisor’s VAT-inclusive fee while refusing plaintiffs’. The complaint describes this as a "bad-faith maneuver," stating, "The pretextual nature of the VAT issue is undeniable" (Compl. ¶10).

On October 14, 2025, Garcin notified MARA’s finance team about the VAT applicability on professional fees. On February 22, 2026, MARA’s CFO demanded proof of VAT payment. MARA ultimately paid the other advisor’s VAT-inclusive fee but refused plaintiffs’, despite Thiel’s initial directive on March 2, 2026, to pay the invoice (Compl. ¶115). The complaint alleges that MARA’s refusal to pay the VAT was part of a broader strategy to undermine the transatlantic expansion, as MARA executives had embraced an "America-first" culture (Compl. ¶83). The complaint further alleges that MARA’s actions constituted "manufacturing a pretextual VAT ‘dispute’" to justify the termination of the Engagement Agreement (Compl. ¶134).

Internal Sabotage and "America-First" Culture Alleged

The complaint alleges MARA executives embraced an "America-first" culture, exemplified by a message from the company’s Chief of Staff Alison Ford stating "Make MARA Great Again!" in a WhatsApp chat on October 5, 2025 (Compl. ¶83). Plaintiffs claim this culture led to internal sabotage of the European strategy, including alleged manipulation of documents to falsely claim a counterparty wanted to cancel a deal with TotalEnergies.

Plaintiffs allege that MARA’s alignment with "America-first" policies extended to Thiel’s attendance at events surrounding the Trump inauguration on January 16, 2025, where he touted his access to the Trump administration on crypto policy (Compl. ¶81). Garcin warned Thiel on August 5, 2025, that U.S. policies were complicating MARA’s European work. Nowaid acknowledged on January 18, 2026, that Trump policies were harming MARA’s efforts to secure approval for the Exaion transaction. On January 17, 2026, Garcin met with French executive branch officials and warned Nowaid and Khan about escalating U.S.-France tensions.

On January 23, 2026, La Lettre reported that the French Treasury was proceeding with the Exaion sale despite Trump administration policies. Thiel acknowledged on January 18, 2026, that MARA had received French authorization for the Exaion transaction amid these tensions. The complaint alleges that MARA executives conspired to undermine the European strategy to retain U.S. influence, as Garcin warned Thiel about internal resistance sabotaging the Exaion deal on August 5, 2025. Garcin also reported alarmist internal distortions of the European strategy’s progress on December 1, 2025.

MARA Sold 15,000 Bitcoin for $1.1 Billion Amid Fee Dispute

The complaint notes that in March 2026, MARA sold 15,000 Bitcoin for approximately $1,100,000,000 to repurchase debt, suggesting liquidity was not the issue (Compl. ¶113). Plaintiffs allege the termination was strategic, not financial, and designed to shift power away from European leadership. The sale of Bitcoin for approximately $1,100,000,000 occurred in the same month MARA terminated the Engagement Agreement, further underscoring plaintiffs' claim that financial constraints were not the reason for non-payment (Compl. ¶113).

On February 17, 2026, MARA’s CEO announced a period of "war time" requiring "cost reductions across the organization" in an internal announcement. Plaintiffs allege this announcement was part of a broader effort to undermine the transatlantic strategy and justify the termination of the Engagement Agreement. The complaint further alleges that MARA’s financial challenges were not the primary reason for the termination, as Thiel had initially directed Khan to pay the invoice on March 2, 2026, before reversing course (Compl. ¶115).

Political Opposition to Exaion Deal in France

The Exaion transaction faced significant political opposition in France. On September 27, 2025, French politician Éric Ciotti warned that the Exaion transaction represented a loss of French sovereignty, stating that the sale would subject France to "American extraterritorial laws" (Compl. ¶53). On October 8, 2025, French Member of Parliament Philippe Latombe published an article in La Tribune opposing the Exaion sale to MARA (Compl. ¶53). On December 22, 2025, Senators Dany Wattebled and Philippe Latombe submitted a report to the Parquet National Financier alleging misconduct by MARA and Mestrallet, including "misuse of corporate assets," "organized fraud," "illegal conflict of interest," and "influence peddling" (Compl. ¶54).

Despite this opposition, the Exaion transaction closed on February 20, 2026. The complaint alleges that Plaintiffs’ efforts were critical in overcoming these political hurdles, as Garcin’s team positioned the deal as serving France’s national interest and countering "America-first" perceptions (Compl. ¶50). Mestrallet described Thiel as a "good friend of France" who was disappointed by the criticism of MARA (Compl. ¶51). On January 14, 2026, Garcin confirmed an appointment with the French Economy Ministry for final approval of the Exaion transaction (Compl. ¶56). The complaint alleges that the Exaion transaction was part of a broader strategy to secure MARA’s projected €10,000,000,000 in projects with Total, Engie, EDF, RTE, and French regions (Compl. ¶69).

Claims Include Breach of Contract, Bad Faith, and Quantum Meruit

The complaint asserts six claims:

• Count I: Breach of Contract (Engagement Agreement) – Plaintiffs allege MARA breached the Engagement Agreement by failing to pay the success fee, flat fee, and VAT, as well as by terminating the agreement without cause (Compl. ¶125). The complaint alleges MARA breached the agreement by refusing to pay the €5,920,000 success fee, the €1,000,000 remaining flat fee, and the VAT on these amounts (Compl. ¶118). The success fee was calculated as 4% of the first two tranches of the Exaion investment, totaling €148,000,000 (Compl. ¶110).
• Count II: Breach of Implied Covenant of Good Faith and Fair Dealing – Plaintiffs allege MARA breached the implied covenant by manufacturing a pretextual VAT dispute and terminating the agreement in bad faith to undermine the transatlantic strategy. The complaint states that MARA’s actions constituted "manufacturing a pretextual VAT ‘dispute’" (Compl. ¶134).
• Count III: Breach of Contract (Fees) – Plaintiffs seek payment of the €6,920,000 currently due, plus the €4,400,000 contingent success fee (Compl. ¶118). The complaint specifies that the €5,920,000 success fee was triggered by the closing of the first two tranches of the Exaion investment, totaling €148,000,000 (Compl. ¶110). The contingent fee is tied to a third tranche of €110,000,000 planned for 2027 (Compl. ¶112).
• Count IV: Breach of Contract (Advancement and Indemnification) – Plaintiffs seek advancement and indemnification for legal fees and costs exceeding $600,000 incurred in enforcing their rights under the Engagement Agreement (Compl. ¶129). The complaint alleges that MARA’s refusal to advance or indemnify these costs constitutes a breach of the Engagement Agreement’s Attachment A (Compl. ¶35).
• Count V: Declaratory Judgment (Third Transaction) – Plaintiffs seek a declaratory judgment under 28 U.S.C. §§ 2201, 2202 regarding their entitlement to the €4,400,000 contingent success fee tied to a future funding tranche (Compl. ¶112). The third tranche of the Exaion investment, amounting to €110,000,000, is planned for 2027 (Compl. ¶109).
• Alternative Claim: Quantum Meruit / Unjust Enrichment – Plaintiffs seek recovery of the value of their services under principles of quantum meruit or unjust enrichment in the event the Engagement Agreement is deemed unenforceable (Compl. ¶135).

Plaintiffs seek damages of €11,320,000 or more, advancement and indemnification for legal fees, and declaratory relief regarding the contingent success fee. The complaint also highlights that the Exaion investment was structured in tranches, with the first tranche amounting to €115,000,000, the second tranche to €33,000,000, and a third tranche of €110,000,000 planned for 2027 (Compl. ¶109). The closing of the Exaion transaction was described by Thiel as "a proud moment for MARA" in an internal message (Compl. ¶111).

Jurisdiction and Venue

The complaint invokes jurisdiction under 28 U.S.C. § 1332(a)(2), citing diversity of citizenship and an amount in controversy exceeding $75,000 (Compl. ¶24). Venue is proper due to a forum-selection clause in the Engagement Agreement (Compl. ¶26). The complaint alleges that MARA’s actions have caused Plaintiffs damages exceeding the jurisdictional threshold, including the $10,000,000+ currently owed and the $16,000,000+ total claimed (Compl. ¶¶25, 26). The complaint notes that Thiel signed the Engagement Agreement on June 22, 2025, after Garcin had delivered "excellent results" in advancing MARA’s European strategy (Compl. ¶28).

The allegations in the complaint are unproven, and MARA has not yet filed a response.

The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.

David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.