Four words in English, cited in a complaint filed this summer in a federal court in New York: “The Conquest of Gaul”. According to the complainants, this is how the boss of MARA congratulated his teams, just after the takeover of Exaion, a company born within EDF. Real formula or joke from salespeople who dream of themselves as Julius Caesar? Perhaps the court will decide. The basic question remains unresolved. Was France conquered, or did she open the village gate herself? I took this file piece by piece. At each step, I separate what is proven, what is only alleged, and what cannot be verified.
In brief
- MARA paid 147.96 million euros for 64% of Exaion: 115 million in new shares and 32.96 million in repurchased securities (contract of August 11, 2025, SEC).
- The 24-month non-competition clause imposed on EDF was removed by an amendment dated January 30, 2026 (SEC).
- The Forward Global agency declared to the HATVP, for the year 2025, an action for MARA aimed at “approval of the Ministry of the Economy”.
- The complaint of July 22, 2026 claims at least 6.92 million euros, plus a conditional 4.4 million; MARA considers the accusations unfounded.
What did MARA buy by taking 64% of Exaion?
MARA acquired 64% of Exaion at a price of 28.14 euros per share, according to the investment contract dated August 11, 2025 filed with the SEC. The operation was announced as completed on February 20, 2026, as Tremplin.io reported during MARA’s takeover of Exaion.
The detail is contained in two lines of the contract: 114.99 million euros of new capital injected into Exaion, and 32.96 million paid to the sellers, including 30 million to EDF. A third tranche of around 110 million euros is planned between March 31 and September 30, 2027.
Exaion, registered in November 2018, sells high performance computing (HPC), i.e. rented computing power for heavy tasks like AI, as well as blockchain infrastructure services. Its accounts published on Pappers show 1.99 million euros in turnover in 2024 for a loss of 4.38 million, then 3.87 million in turnover in 2025 for a loss of 5.07 million.
According to our calculations, the amount committed represents approximately 74 times the 2024 turnover. This is the price of a location rather than a business: MARA makes a living from Bitcoin mining, therefore electricity, and presents Exaion in its letter to shareholders for the fourth quarter of 2025 as a piece of its “energy advantage” infrastructure platform outside the United States (editor’s translation).
Why were elected officials from opposing sides worried?
On October 22, 2025, MP Philippe Latombe (Les Démocrates) questioned the government about the sale of Exaion, and on November 4, 2025 Éric Ciotti (UDR) asked the Prime Minister to block it, according to the reports of the National Assembly. On October 8, two weeks before his question, Philippe Latombe summarized his fear in a column.
It is inconceivable to abandon control of the flexibility and security of the French network to an American actor.
Philippe Latombe, deputy for Vendée, column published in La Tribune, October 8, 2025
The government responded with two sentences.
The Minister Delegate in charge of Industry, Sébastien Martin, declared to Philippe Latombe, in question to the government n°910 : “ This company does not do bitcoin mining, an extremely strategic activity. »
Prime Minister Sébastien Lecornu responded to Éric Ciotti, in question to the government n°946 : “ Exaion is not for sale, fortunately ”, before adding that “ EDF will remain in the capital “. Reply from Eric Ciotti in the hemicycle: “ It’s the same! »
Both sentences are accurate to the letter. EDF remains a shareholder, but a minority compared to MARA’s 64%. Exaion does not mine, but its site offers a offer called “Exaion Bitcoin Offering” : RPC access and full nodes hosted in France and Canada. A full node is a server that keeps a copy of the Bitcoin blockchain and verifies every transaction; it’s infrastructure, not mining.
The elected officials did not stop at oral questions. Philippe Latombe and Senator Dany Wattebled sent a report to the National Financial Prosecutor’s Office to request “ a thorough review of the operation “, Alliancy reported on February 24, 2026. A report is neither a complaint nor evidence, and no investigation has been publicly confirmed to date.
What did the withdrawn non-competition clause provide for?
Article 14.3 of the investment contract prohibited EDF and its wholly-owned subsidiaries, for 24 months after closing, in France and Canada, from any activity consisting of providing “secure, sovereign and carbon-free” high-performance computing infrastructures for critical loads. Only services developed for the internal needs of the EDF group escaped this.
It is the equivalent of a commercial lease which prohibits the seller from opening the same store opposite for two years. On January 30, 2026, a amendment to the contract, filed with the SECdeleted this article. The same text specifies that these commitments will be dealt with in the shareholders’ agreement concluded with EDF Pulse Holding and the founders, a document which has not been made public.
The government presents this withdrawal as a condition it obtained. “ We have been extremely vigilant », declared the Minister of the Economy Roland Lescure, quoted by Alliancy. According to Alliancy, the State also demanded the entry of NJJ, the holding company of Xavier Niel. THE MARA press release dated February 20, 2026 specifies that NJJ takes 10% of MARA France, the company which holds the stake. Exaion’s board has three members appointed by MARA, three by EDF Pulse Ventures, one by NJJ, plus the co-founding director.
Who brought MARA’s file to the State?
On August 25, 2025, MARA announced the arrival of Gérard Mestrallet, former CEO of Engie, as senior advisor, according to its press release published on GlobeNewswire. The same text presents him as special envoy appointed by Emmanuel Macron for the India, Middle East, Europe economic corridor. He also appointed François Garcin general manager Europe, responsible for creating MARA France.
This accumulation is not prohibited. The possible deportation rules governing it have not been published, and this point could not be verified.
Lobbying is declared. On its file in the HATVP directoryForward Global indicates an explicit objective for its client MARA Holding Inc.: “ Obtain approval from the Ministry of the Economy to allow the American company Mara to acquire a stake in Exaion “. The period covers the year 2025; declared targets include collaborators of the President of the Republic, members of the government and parliamentarians.
The French offer submitted the day before
On November 3, 2025, the day before the Prime Minister’s response, the FlexGrid France consortium sent EDF Pulse Holding and the Director General of the Treasury a letter of intent signed by his representative Sébastien Gouspillou. It proposed around 30 million euros for the securities held by EDF Pulse Holding, plus up to 150 million euros in equipment and financing, and set as a condition the end of non-competition clauses on high performance computing.
The offer was non-binding and valid until January 31, 2026. The consortium indicates that it was received at the Élysée and Bercy, with no follow-up; no public evaluation of this offer has been published.
What does the complaint filed in New York say?
On July 22, 2026, François Garcin and three related companies (Athanor, Argenthal Global Holdings and Argenthal Sansovino) sued MARA Holdings in the federal court for the Southern District of New York, according to the register of case n°1:26-cv-06190assigned to Judge Lewis J. Liman. The dispute is contractual: the plaintiffs are claiming at least 6.92 million euros, including approximately 5.92 million in success commission on Exaion, plus 4.4 million conditional on the tranche of 110 million planned for 2027.
The complaint also contains allegations about the conduct of the case, reported by the press, which no decision has examined:
- The mandate. Signed in June 2025, it would have covered, according to the plaintiffs, the acquisition of Exaion but also of Bitcoin mining centers.
- The “Trojan horse”. François Garcin claims to have been responsible for convincing the President of the Republic that the arrival of MARA was not one of them.
- The “conquest of Gaul”. The plaintiffs credit Fred Thiel, CEO of MARA, with an internal message welcoming the takeover under that name.
- The separation. On March 6, 2026, MARA ended the mandate of François Garcin and parted ways with other French advisors, including Gérard Mestrallet and Steven Zunz, of Forward Global.
MARA contests the whole thing. “We believe these accusations are fabricated or completely unfounded,” a representative for the group told Blockspace, as quoted by Yahoo Finance July 27, 2026 (editor’s translation). The group had not yet responded in court as of this date.
| Date | Stage | Document |
|---|---|---|
| June 2025 | Mandate between François Garcin and MARA | Complaint (allegation) |
| 08/11/2025 | Investment contract, 24 month clause | DRY |
| 08/25/2025 | Gérard Mestrallet senior advisor to MARA | MARA press release |
| 10/22/2025 | “This company does not do mining” | National Assembly |
| 03/11/2025 | Letter of intent from FlexGrid France | Letter published |
| 04/11/2025 | “Exaion is not for sale” | National Assembly |
| 01/30/2026 | Amendment removing the clause | DRY |
| 02/20/2026 | Accomplishment announced, entry from NJJ | MARA press release |
| 06/03/2026 | End of François Garcin’s mandate | Complaint |
| 07/22/2026 | Filing of the complaint in New York | Judicial register |
What is established, and what is not
Five points are based on public documents. MARA controls 64% of Exaion; a 24-month clause restricted EDF and was withdrawn; the Exaion site sells a Bitcoin infrastructure offer; declared lobbying aimed at the green light from Bercy; two parliamentarians contacted the National Financial Prosecutor’s Office.
The rest is not established. There is no evidence that Exaion was supposed to mine bitcoin, nor that any rule was broken, and everything from the complaint remains alleged and disputed. Florent Gabriel details this file in his video dedicated to the Exaion affairwhich contains their contact details for transmitting any verifiable document.
The next deadline is written in the contract: between March 31 and September 30, 2027, MARA must finance a new tranche of around 110 million euros, which can increase its share up to 75% and conditions part of the sums claimed in New York. Until then, two responses remain awaited, that of MARA before Judge Liman and that of the State on the French offer and the content of the shareholders’ agreement, while the group continues its shift towards AI and energy, as shown by the sale of 15,133 BTC and MARA’s departure plan in April.
Transparency: I work in Bitcoin mining and I was part of the group of French industrialists who proposed an alternative to buyback. This interest is declared. It doesn’t invalidate the questions, it forces me to show the documents.
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