Strategic Materials
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USUnited StatesDepartment of Defense

Contractual ownership covenant · Transaction Agreement, Specified Period covenants

DoD–MP Materials public-private partnership for rare earth magnet supply

In forceInbound investment

ctl-us-dod-mp-2025-ownership-covenants

What it covers

In the instrument's own words.

Without DoD's consent the Company may not consummate a Fundamental Event (a sale of 15% or more of its voting stock, or of material equity or assets of the Project Company) other than to persons from permitted jurisdictions, sell equity or material assets of the Project Company, sell assets or products DoD identifies as a national-security priority, knowingly issue more than 14.9% of its common stock to persons from non-permitted foreign jurisdictions, or consummate a CFIUS-jurisdiction Fundamental Event without CFIUS clearance; it will not nominate non-U.S. citizens to its Board.

Record

Targeting
Named entities
Named entities
  • MP Materials Corp.
Materials
Rare earth elements (grouped)Rare-earth permanent magnets (NdFeB)Tracked materials only
Items and stages
The clause defines no items of its own
Legal basis
Not stated

Status

Oldest first; the last entry is current. A stated end date is shown, never extended by inference.

  1. In forcecurrent

    The Transaction Documents were executed on the Effective Date. The covenants run for the Specified Period, while DoD holds more than 75% of its securities, the Offtake Agreement or PPA remains in place, or the Samarium loan is outstanding.

    MP Materials Corp. / U.S. Securities and Exchange Commission (EDGAR)

Notes

A contractual control on ownership and control of a funded company, the ownership side of the DoD package. It binds the company through contract, not through regulation.

Evidence

Which source supports which field, how directly, and where.

  1. MP Materials Corp., Form 8-K (Transaction Agreement with the Department of Defense)

    MP Materials Corp. / U.S. Securities and Exchange Commission (EDGAR)

    Fields supported
    Measure type · Direction · Clause · Targets · Materials · Product scope · Status
    Evidence level
    Explicit
    Location in document
    Item 1.01, Transaction Agreement
    View source dossier →