United States v. Suirui Group Co., Ltd.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,

Civil Action No. 26-00369 (AHA)

v.

SUIRUI GROUP CO., LTD., et al.,

Defendants.

Memorandum Opinion

Congress has authorized the President to block a foreign person from buying an American

company upon finding the transaction “threatens to impair the national security of the United

States.” 50 U.S.C. § 4565(d)(1). If the transaction has already happened, the President can order

the foreign purchaser to divest its interests in the American company. Id. The executive branch

regularly reviews these transactions, and Presidents have, infrequently, ordered divestment

because a transaction poses national security risks that cannot otherwise be mitigated. ECF No.

35-2 ¶ 11; ECF No. 44 at 9.

Here, the President found that Suirui Group, a Chinese company, and its subsidiary,

through their purchase of Jupiter Systems—an American company that makes processors and

displays used by U.S. government defense and military institutions, and by other domestic entities

that operate critical infrastructure—“might take action that threatens to impair the national security

of the United States.” Regarding the Acquisition of Jupiter Systems, LLC by Suirui International

Co., Limited, 90 Fed. Reg. 31125, 31125 (July 11, 2025). The President ordered Suirui Group and

its subsidiary to divest all interests and rights in Jupiter Systems by November 5, 2025. Id. at

31125–26. The companies did not comply with the President’s order by divesting from Jupiter

Systems, despite asking for and getting multiple extensions. See ECF No. 35-2 ¶¶ 24, 28. The

government filed this suit against Suirui Group, its subsidiary, and Jupiter Systems to enforce the

President’s order and now moves for a preliminary injunction, asking the court to appoint a

receiver to manage Jupiter Systems, to mitigate the national security risk the President identified

pending litigation of an order requiring full divestment. See ECF No. 6; 50 U.S.C. § 4565(d)(3).

Given Suirui’s past and continued noncompliance with the President’s order and failure to make

meaningful efforts to divest, the continuing national security risks posed by Suirui’s control of

Jupiter Systems, and the strong public interest in addressing those risks, the court finds the

government has satisfied its burden for a preliminary injunction and that appointing a receiver is

the appropriate relief.

I. Background

A. The CFIUS Review Process And Presidential Prohibition Of Foreign Purchases

Of American Companies

Section 721 of the Defense Production Act of 1950, codified as amended at 50 U.S.C.

§ 4565, authorizes the President, acting through the Committee on Foreign Investment in the

United States (“CFIUS”), to review and investigate certain “covered transactions,” including

“[a]ny merger, acquisition, or takeover . . . by or with any foreign person that could result in

foreign control of any United States business.” 50 U.S.C. § 4565(a)(4)(A)(i), (B)(i). The Act also

authorizes the President to “take such action for such time as the President considers appropriate

to suspend or prohibit any covered transaction that threatens to impair the national security of the

United States.” Id. § 4565(d)(1).

CFIUS, an interagency committee chaired by the Secretary of the Treasury and made up

of members from several other agencies, initiates the review of a covered transaction in one of two

2

ways. See id. § 4565(k)(1)–(3). First, a party to the transaction can voluntarily give written notice

of the transaction to CFIUS; second, CFIUS can unilaterally initiate review of a covered

transaction it learns of. Id. § 4565(b)(1)(C)–(D). During its review of a transaction, CFIUS is

tasked with determining “the effects of the transaction on the national security of the United

States.” Id. § 4565(b)(1)(A)(i). To make its determination, CFIUS considers various factors, such

as “the potential national security-related effects on United States critical infrastructure” and “the

control of domestic industries and commercial activity by foreign citizens as it affects the

capability and capacity of the United States to meet the requirements of national security.” Id.

§ 4565(b)(1)(A)(ii), (f). If, upon review of the transaction, CFIUS determines the transaction

“threatens to impair the national security of the United States and the risk has not been mitigated

during or prior to the review,” it must then “immediately conduct an investigation of the effects of

[the] covered transaction on the national security of the United States, and take any necessary

actions in connection with the transaction to protect the national security of the United States.” Id.

§ 4565(b)(2)(A), (B)(i)(I). This may, and often does, include negotiating voluntary mitigation

measures to reduce the risk posed. Id. § 4565(l)(3); see also ECF No. 44 at 10. CFIUS may, “at

any time during the review or investigation of a covered transaction . . . refer the transaction to the

President for action.” 50 U.S.C. § 4565(l)(2).

Before referring any transaction to the President for divestment, CFIUS must conduct “a

risk-based analysis” of the transaction’s “effects on the national security of the United States,”

including an “assessment of the threat, vulnerabilities, and consequences to national security

related to the transaction.” Id. § 4565(l)(4)(A). The risk-based analysis sets forth the information

CFIUS relies on in making its determination to refer a transaction to the President, and it generally

includes both classified and unclassified information. Id.; ECF No. 35-1 ¶ 13. When CFIUS is

3

considering referral to the President to prohibit a transaction, it sends the parties to the transaction

a separate letter that notifies them of CFIUS’s national security concerns and plans for referral,

provides the unclassified information that CFIUS relied on, and invites the parties to provide

additional information for CFIUS’s consideration. ECF No. 35-1 ¶ 15; ECF No. 44 at 32–33.

After the President receives a referral from CFIUS, he may “take such action for such time

as the President considers appropriate to suspend or prohibit any covered transaction that threatens

to impair the national security of the United States.” 50 U.S.C. § 4565(d)(1). The President may

exercise this authority if he finds both “credible evidence that leads the President to believe that a

foreign person that would acquire an interest in a United States business or its assets as a result of

the covered transaction might take action that threatens to impair the national security” and that

“provisions of law, other than this section and the International Emergency Economic Powers Act,

do not, in the judgment of the President, provide adequate and appropriate authority for the

President to protect the national security.” Id. § 4565(d)(4).

The President, acting through CFIUS, reviews a large volume of transactions each year.

ECF No. 35-2 ¶ 11. Typically, if national security risks are identified, CFIUS works with the

parties to negotiate a voluntary mitigation agreement or a voluntary divestment. ECF No. 44 at

10–11. Because most national security risks are resolved voluntarily, Presidents have exercised

their authority to order divestment only seven times. Id. at 9, 69. This case marks the first time the

government has filed a lawsuit to enforce such an order. Id. at 28–29.

4

B. The CFIUS Review And Presidential Order Relating To Suirui’s Purchase Of

Jupiter Systems 1

Suirui Group is a privately owned Chinese company subject to laws requiring information

and intelligence sharing with the Chinese government, and its voting shareholders include a

Chinese state-owned enterprise that the U.S. Department of Defense classifies as a Chinese

military company operating in the United States. ECF No. 35-2 ¶ 18; ECF No. 38-10 at 1–4; ECF

No. 44 at 12–13. In February 2020, Suirui Group, acting through its subsidiary Suirui International

(referred to together as “Suirui” throughout this opinion), bought Jupiter Systems, a U.S. company

that makes display wall processors, displays, and related software that it sells to commercial and

U.S. government customers, including all branches of the military, components or customers of

the U.S. Department of Energy and the Department of Defense, state and local governments, and

private transportation and telecommunications companies. ECF No. 31-2 ¶ 4; ECF No. 35-2 ¶¶ 14,

16; ECF No. 35-4 at 1. Jupiter Systems provides remote and in-person support, as well as software

and firmware updates, for its products, including those used by government customers. ECF No.

31-2 ¶ 11; ECF No. 35-2 ¶ 16; ECF No. 44 at 15–16.

When Suirui bought Jupiter Systems, it did not send voluntary notice of the transaction to

CFIUS. See ECF No. 35-2 ¶ 14; ECF No. 31-3 ¶¶ 6–7. Since then, Suirui has exercised control

over Jupiter Systems, including by appointing Suirui employees to serve on Jupiter Systems’ board

and by appointing a Suirui employee, Jay Xia, as CEO of Jupiter Systems. ECF No. 38-10 at 3–4;

ECF No. 35-2 ¶ 17; ECF No. 31-3 ¶ 1; ECF No. 44 at 14–15. Jupiter Systems has also increased

the number of parts sourced from China and the number of employees located in China. ECF No.

44 at 17–18.

1

The facts described reflect the court’s findings based on the testimony and evidence presented

at the court’s evidentiary hearing and with accompanying briefing.

5

In March 2024, CFIUS initiated an inquiry into the transaction and, about a month later,

asked the defendants to file a notice regarding the transaction. ECF No. 38-10 at 16–17. After the

defendants twice submitted incomplete notices, CFIUS had regular conversations with the

defendants and requested various additional information to allow CFIUS to conduct due diligence

regarding the relationship between the Chinese government and Suirui and potential national

security risks arising from the transaction. ECF No. 38-10 at 16–27; ECF No. 44 at 18–19. Over

the course of CFIUS’s review and investigation of the transaction, the defendants’ responses to

requests for information were often untimely, incomplete, contained conflicting information, or

were not submitted at all. ECF No. 38-10 at 16–27; ECF No. 44 at 19. By the end of the review

and investigation period, CFIUS identified national security risks arising from the potential

compromise of products integrated into military and critical infrastructure systems, which could

enable unauthorized access to data or disablement of those systems. ECF No. 35-5 at 2. On a

December 2024 phone call and in a January 2025 letter, CFIUS told Suirui and Jupiter Systems

that it had identified national security risks. Id. at 1; ECF No. 44 at 20–21.

The defendants then withdrew from engagement with CFIUS, and CFIUS initiated further

review and concluded no mitigation short of divestment would address the national security risks

posed by the transaction. ECF No. 35-2 ¶ 20; ECF No. 44 at 20–21; ECF No. 38-10 at 14, 16.

CFIUS prepared a risk-based analysis of the transaction for referral to the President and, on April

30, 2025, sent the defendants a letter describing CFIUS’s national security concerns and the

unclassified evidence on which it relied. ECF No. 44 at 32–34; see ECF No. 38-10. The letter also

informed the defendants that CFIUS anticipated referring the matter to the President with a

recommendation to prohibit the transaction if the defendants did not negotiate a plan for voluntary

divestment that would address the national security concerns. ECF No. 38-10 at 14. The letter

6

invited the defendants to provide additional relevant information and discuss the matter further

with CFIUS. Id. at 14–15. In the months that followed, Suirui rejected any possibility of voluntary

divestment and instead proposed less restrictive mitigation measures that CFIUS had already found

insufficient. ECF No. 35-4 at 1–5; ECF No. 44 at 11–12.

On July 7, 2025, CFIUS sent another letter to the defendants, supplementing the April letter

with additional information, including a summary of CFIUS’s engagement with the defendants

since April. See ECF No. 35-4. The July letter also informed the defendants that “CFIUS is

referring the matter to the President for decision.” Id. at 5.

The next day, the President issued an order saying there is credible evidence that Suirui,

through its acquisition of Jupiter Systems, “might take action that threatens to impair the national

security of the United States.” 90 Fed. Reg. at 31125. The order further said the transaction “is

hereby prohibited” and that Suirui’s ownership of any interest in Jupiter Systems or its assets “is

also prohibited.” Id. The President ordered Suirui to divest all interests and rights in Jupiter

Systems within 120 days unless extended by CFIUS. Id. at 31125–26.

After the President’s order, the Departments of Defense and the Treasury closely engaged

with the defendants to oversee the implementation of interim security measures and divestment

efforts. ECF No. 44 at 21–25; ECF No. 35-2 ¶ 23. The security measures included protocols to

limit access to Jupiter Systems’ properties and systems. ECF No. 44 at 24–25. The measures were

intended to be temporary and were not capable of addressing the national security threat in the

long term. Id. at 24–25, 80. The agencies also had legitimate concerns that Jupiter Systems, as a

small company, would not be able to properly implement the controls. Id. at 80; ECF No. 35-2

¶ 26.

7

In the months that followed, Suirui twice asked for extensions of the divestment deadline.

ECF No. 44 at 28–31. In each instance, CFIUS granted an extension—in one instance allowing an

extension that was more abbreviated than what was sought and in the other instance conditioning

any further extensions on production of a term sheet by the deadline. Id. Throughout this period,

Suirui multiple times committed to providing term sheets for sales of Jupiter Systems, but missed

the deadlines, only to later provide no term sheet or provide a term sheet that did not comply with

the President’s order. Id. at 22–23, 30–32. In addition, when U.S.-based employees of Jupiter

Systems sought out a buyer to comply with the President’s divestment order, Suirui resisted the

efforts and indicated the Chinese government would not allow the company to be sold to a North

American buyer. Id. at 106–07, 114–15, 132, 136–37. At the court’s evidentiary hearing, Suirui

employee and Jupiter Systems CEO Jay Xia testified that Suirui’s efforts to divest its interests in

Jupiter Systems following the President’s order had proceeded slowly, in part because Suirui was

communicating with and seeking the approval of the Chinese government for any sale. Id. at 132–

36, 139–40, 145–46.

After Suirui failed to meet the second extended deadline, the government sued to enforce

the President’s order. ECF No. 1; see 50 U.S.C. § 4565(d)(3). The government has moved for a

preliminary injunction, asking the court to appoint a receiver to manage Jupiter Systems’

operations pending litigation of its request for an order requiring complete divestment under the

President’s order. ECF No. 6. After receiving briefing from the parties, the court held an

evidentiary hearing, at which it heard testimony from a Treasury Department official concerning

the national security review and risks posed by the transaction, an employee of Jupiter Systems

who discussed Jupiter Systems’ efforts to respond to CFIUS’s inquiries and comply with interim

security measures, as well as Suirui employee and Jupiter Systems CEO Jay Xia who discussed

8

the defendants’ engagement with CFIUS and Suirui’s divestment efforts following the President’s

order. See ECF No. 44. The court also gave the parties an opportunity to submit post-hearing

briefing on the relevant issues, including application of the preliminary injunction factors,

appropriate relief, and consolidation with the merits. See ECF Nos. 41, 43.

II. Discussion

To prevail on its motion for preliminary injunction, the government must show it is likely

to succeed on the merits, it will likely suffer irreparable harm without preliminary relief, the

balance of equities tips in its favor, and the injunction is in the public interest. Winter v. Nat. Res.

Def. Council, Inc., 555 U.S. 7, 20 (2008). The court accordingly considers these factors, mindful

that “[a] preliminary injunction is an extraordinary remedy” and “may only be awarded upon a

clear showing that the plaintiff is entitled to such relief.” Id. at 22, 24. Because the court concludes

the government has satisfied this stringent burden, it also carefully considers the appropriate scope

of preliminary relief and next steps.

A. The Government Is Likely To Succeed On The Merits

The government has made a strong showing it will likely succeed on its claim to enforce

the President’s order requiring Suirui to divest its interests in Jupiter Systems.

Congress authorized the President to order a foreign purchaser to divest its interests in an

American company upon finding “there is credible evidence that leads the President to believe that

a foreign person that would acquire an interest in a United States business or its assets as a result

of the covered transaction might take action that threatens to impair the national security” and

“provisions of law, other than this section and the International Emergency Economic Powers Act,

do not, in the judgment of the President, provide adequate and appropriate authority for the

President to protect the national security in the matter before the President.” 50 U.S.C.

§ 4565(d)(4). There is no dispute that, here, the President made those findings when he ordered

9

Suirui to divest its interests in Jupiter Systems. See 90 Fed. Reg. at 31125. There is no dispute that

the President’s findings and action to prohibit the transaction are not themselves subject to judicial

review. See 50 U.S.C. § 4565(e)(1). And there is no dispute the government can, upon

noncompliance, sue to enforce the order. See id. § 4565(d)(3).

It is also undisputed that Suirui has not complied with the President’s order: it has not

divested from Jupiter Systems. See ECF No. 35-2 ¶ 24; ECF No. 31-3 ¶¶ 18, 21. Indeed, based on

the live testimony at the court’s evidentiary hearing and other evidence proffered by the parties at

this stage, the court finds that despite the President’s order, Suirui has not made meaningful efforts

to divest its interests in Jupiter Systems. See ECF No. 44 at 21–24, 29–32, 105; ECF No. 35-2

¶¶ 24–25, 28–29. To the contrary, the record shows that Suirui repeatedly delayed compliance with

the President’s order, seeking extensions, only to then blow the extended deadlines and not deliver

plausible terms for a sale. ECF No. 44 at 23–24, 29–32; ECF No. 35-2 ¶ 28. The court also finds

based on the current record that Suirui took affirmative actions to impede its compliance with the

order. This includes contacting the Chinese government to complain about the President’s

divestment order and limiting the universe of potential buyers to those the Chinese government

would approve. ECF No. 44 at 132–34, 139–40, 145–46. And it includes impeding U.S.-based

employees of Jupiter Systems when they sought out potential buyers, initially resisting their efforts

to hire a broker and then refusing their efforts to pursue the sale of Jupiter Systems to a North

American company. Id. at 106–08, 114–15, 132, 136–37. The government is accordingly likely to

succeed on its claim to enforce the President’s order, resulting in a court order of divestment. See

50 U.S.C. § 4565(d)(3) (authorizing a court to enforce a presidential order by providing

“appropriate relief, including divestment relief”).

10

The defendants argue the government is unlikely to succeed in enforcing the President’s

divestment order because the order violated procedural due process. ECF No. 31 at 22–30. In

particular, they say CFIUS did not adequately disclose the unclassified record it relied on to refer

the transaction to the President and therefore deprived the defendants of “the right to know the

factual basis for the action and the opportunity to rebut the evidence supporting that action.” Ralls

Corp. v. Comm. on Foreign Inv. in U.S., 758 F.3d 296, 318 (D.C. Cir. 2014). Based on the record

before the court at this stage, the court disagrees.

In Ralls, the D.C. Circuit recognized that when the President issues an order requiring a

foreign purchaser to divest its interests in an American company, an affected party has the right to

“be informed of the official action, be given access to the unclassified evidence on which the

official actor relied and be afforded an opportunity to rebut that evidence.” Id. at 319. There, Ralls,

a company owned by two Chinese nationals, challenged the President’s order requiring it to divest

its interests in American windfarm companies. Id. at 304–06. During the review process, CFIUS

asked Ralls to respond to questions and Ralls gave a presentation to CFIUS, but “CFIUS did not

apprise Ralls of the gravamen of its concern with the transaction and did not, during the

presentation or at any other time, disclose to Ralls the information it reviewed.” Id. at 305. The

D.C. Circuit held that Ralls had a property interest protected by due process and that the Defense

Production Act’s bar on judicial review of the President’s actions and findings did not preclude

judicial review of a due process challenge. Id. at 311, 316–17. Recognizing that “due process is

flexible and calls for such procedural protections as the particular situation demands,” the court

held that “a substantial interest in national security” allows the government to withhold classified

information relied upon, but affected parties are entitled to “notice of, and access to, the

unclassified information used to prohibit the transaction.” Id. at 317, 320. The circuit explained

11

that, although Ralls had the opportunity to present evidence to CFIUS, it “never had the

opportunity to tailor its submission to the [government’s] concerns or rebut the factual premises

underlying the President’s action.” Id. at 320.

The parties here do not dispute that the President’s divestment order implicates a property

interest protected by due process, and they do not dispute that CFIUS had no obligation to share

classified information it relied on in referring the transaction to the President with a

recommendation to prohibit the transaction. See ECF No. 31 at 25; ECF No. 35 at 11; ECF No. 44

at 167. The court concludes the government is likely to succeed in also showing that CFIUS

provided the requisite process, including notice of its concerns and its plan to refer the transaction

to the President, the unclassified evidence it relied on, and the opportunity to rebut the evidence.

See Ralls, 758 F.3d at 319. CFIUS’s April 30, 2025, letter told the defendants it planned to refer

the transaction to the President with a recommendation to prohibit the transaction if they were

unable to negotiate a voluntary divestment. ECF No. 38-10 at 14. The letter explained that CFIUS

had concerns about “the potential compromise of Jupiter Systems’ technology that is integrated

into military and critical infrastructure systems, which could enable unauthorized access to data or

disablement of critical systems.” Id. at 2. The July 7, 2025, letter reiterated those concerns. ECF

No. 35-4 at 1.

The letters also told the defendants the information CFIUS relied on to refer the transaction

to the President. After Ralls, Congress amended § 4565 to provide that CFIUS’s referral of a

transaction to the President for action “shall be based on a risk-based analysis, conducted by the

Committee, of the effects on the national security of the United States of the covered transaction.”

50 U.S.C. § 4565(l)(4)(A); see Foreign Investment Risk Review Modernization Act of 2018, Pub.

L. No. 115-232, § 1718, 132 Stat. 1636, 2194–95 (2018). At the court’s evidentiary hearing, Sarah

12

Oldham, deputy director in the Office of Compliance and Enforcement under the Office of

Investment Security at the U.S. Department of the Treasury, testified to how this process plays

out, generally and in this particular case. First, when CFIUS plans to refer a matter to the President

for action, it prepares the statutorily required risk-based analysis, a classified document. ECF No.

44 at 32–33. The agency then pulls out all of the unclassified information from the risk-based

analysis, putting it into a letter that can be shared with the parties. Id. at 33; see also ECF No. 35-

1 ¶ 15 (explaining that “CFIUS’s policy and practice for drafting a [letter for the parties] involves

putting all unclassified information and sources relevant to the risk and the Committee’s

determination from the [risk-based analysis] and [national security threat assessment] into a new

document, in addition to providing contextual information regarding the Committee’s process and

approach to risk-based analysis”). Oldham further testified that CFIUS followed that process in

this case: CFIUS began by “pulling out all of the unclassified information” and “controlled

information” from the risk-based analysis and putting it into the April 30 letter to the defendants.

ECF No. 44 at 33–34; see also ECF No. 35-1 ¶ 21 (affirming that “CFIUS followed its policy and

practice here”). Oldham further testified that, in preparation for her testimony, the Department of

the Treasury did “a side-by-side comparison of the risk-based analysis prepared for this transaction

and the April 30 due process letter sent to Defendants” and “found that all unclassified information

had been put into the April 30th due process letter with one exception.” ECF No. 44 at 33; see also

ECF No. 35-1 ¶¶ 20–21 (confirming the letter sent to defendants included “the unclassified

information upon which the Committee relied in deciding to refer the matter to the President” with

“one minor exception”); ECF No. 41-1 ¶ 16 (Thomas Argall, deputy director for global investment

in the Office of Global Investment and Economic Security under the Office of the Assistant

Secretary of Defense for Industrial Base Policy, attesting that “[e]xcept for” information

13

“referencing active law enforcement investigations, the substance of all [controlled unclassified

information] in the [risk-based analysis] regarding the national security risk was included in the

Letters”). 2

CFIUS also provided the defendants with an opportunity to rebut its concerns and the

unclassified evidence it relied on. In the April 30 letter to the defendants, CFIUS invited the

defendants to “provide CFIUS with additional relevant information for its consideration” and

engage in further conversations with CFIUS. ECF No. 38-10 at 14–15. And thereafter, the

defendants engaged in further back and forth regarding the April letter. ECF No. 44 at 81. Indeed,

before referring the matter to the President for action, CFIUS issued a second letter on July 7,

summarizing the additional correspondence between CFIUS and the defendants. ECF No. 44 at

81; see ECF No. 35-4.

The government is likely to succeed in showing CFIUS gave the defendants notice of its

concerns, access to the unclassified evidence it relied on, and an opportunity to rebut the concerns

and evidence. The defendants therefore had “the opportunity to tailor [their] submission to

[CFIUS’s] concerns” and “rebut the factual premises underlying the President’s action.” Ralls, 758

F.3d at 320. That is what due process requires.

2

According to Oldham’s testimony, which the court finds credible, CFIUS’s April 30 letter

inadvertently omitted one of four examples of misrepresentations the defendants had made in

response to a question from CFIUS, which had been included in the risk-based analysis and should

have been included in the April 30 letter. ECF No. 44 at 33–34; see also ECF No. 35-1 ¶ 21; ECF

No. 35 at 10 n.3. The defendants do not argue the omission was material. See ECF No. 44 at 194;

ECF No. 43 at 11 n.6. The court finds this inadvertent omission was not material or prejudicial

given that it was included as one of a series of misrepresentations and was premised on the

defendants’ own responses to a question set. See Epsilon Elecs., Inc. v. U.S. Dep’t of Treasury,

Off. of Foreign Assets Control, 857 F.3d 913, 931 (D.C. Cir. 2017) (rejecting due process challenge

related to agency not disclosing two pieces of evidence underlying its decision because the

challenger did not carry “its burden to demonstrate that it was prejudiced by this alleged error”).

14

The defendants do not contest that CFIUS gave them notice of its concerns and plan to

refer the transaction to the President but say CFIUS did not adequately disclose the unclassified

evidence it relied on or provide adequate opportunity to rebut its evidence. Neither argument is

persuasive. First, the defendants speculate that CFIUS relied on unclassified information that was

not included in the April 30 letter. See ECF No. 31 at 26–27, 29–30; ECF No. 43 at 10–11. The

defendants characterize the April 30 letter they received as just a “summary” of the unclassified

information that CFIUS relied on and posit that CFIUS relied on underlying material that the

defendants “would have wanted to examine during the CFIUS process.” ECF No. 31 at 26, 29; see

also ECF No. 44 at 39–41 (defendants’ counsel cross-examining government witness about the

possibility CFIUS staff considered unclassified source materials in preparing the April 30 letter).

The defendants note, for example, that the April letter refers to “assessments of Department of

Defense (‘DOD’), Department of Energy (‘DOE’), and Department of Homeland Security (‘DHS’)

subject matter experts” and surmise there must be additional information that could have been

turned over. ECF No. 31 at 29; see ECF No. 38-10 at 2. But, at least on the current record, the

court finds no basis to credit that speculation and, to the contrary, credits the government’s

testimony that CFIUS relied on only the risk-based analysis it conducted, as required by statute,

and provided all unclassified and uncontrolled information that was in the risk-based analysis to

the defendants. See ECF No. 44 at 33, 40–41; ECF No. 41-1 ¶¶ 11–16; ECF No. 35-1 ¶¶ 13, 20–

21; see also 50 U.S.C. § 4565(l)(4)(A) (“Any determination of the Committee . . . to refer a

covered transaction to the President . . . shall be based on a risk-based analysis.”). Indeed, in

response to the defendants’ argument, a Defense Department official attested that the only

controlled unclassified information relating to the subject matter expert assessments that was not

disclosed was the “identities of [DoD], DHS, and DOE subject matter experts whose analysis is

15

included in the [risk-based analysis], and which are generally cited as U.S. Government subject

matter experts throughout the April 30 Letter.” ECF No. 41-1 ¶ 14. 3

The defendants, second, argue they did not have an adequate opportunity to rebut CFIUS’s

concerns. See ECF No. 31 at 28–29. According to the defendants, CFIUS’s April 30 letter was

“argumentative” rather than “neutral.” Id. at 28. But, even accepting the defendants’

characterization of the April 30 letter, nothing in Ralls or the due process clause prevents CFIUS

from forming, or requires it to hide, its subjective view of the evidence. To the contrary, Ralls

requires CFIUS to provide notice of its concerns so that the parties may tailor their submission to

CFIUS’s concerns and rebut the factual premises underlying the official action. Ralls, 758 F.3d at

320. To the extent the defendants took issue with CFIUS’s characterizations of the evidence, they

had the opportunity to rebut them. The defendants also argue that they did not have an adequate

opportunity to rebut CFIUS’s second, July 7 letter because by that time “the decision to refer the

3

In addition to excluding classified information, CFIUS excluded certain controlled unclassified

information. ECF No. 41-1 ¶¶ 13–16; ECF No. 44 at 34. Controlled unclassified information is

information that, while not classified, is protected from disclosure by other laws, regulations, or

government-wide policies. ECF No. 41-1 ¶ 7. A Defense Department official attests that CFIUS

excluded controlled unclassified information referencing active law enforcement investigations

from the letters to the defendants. Id. ¶ 15. In addition, CFIUS generalized certain controlled

unclassified information relating to the Department of Defense’s use of Jupiter Systems products,

identities of agency subject matter experts, interactions with the parties, and U.S. government

authorities CFIUS considered in determining no other legal authorities are available to mitigate

the national security risk posed by the transaction. Id. ¶ 14. The defendants do not make entirely

clear whether they believe they were entitled to any controlled unclassified information, and if so,

what information. In any event, based on the current record, the court finds the exclusion and

generalization of this information was not prejudicial, and the defendants have not argued

otherwise.

The defendants also speculate that the President may have considered information that was not

disclosed to them, noting that the Treasury Department official who testified could not rule it out.

See ECF No. 43 at 11; ECF No. 44 at 83 (Oldham testifying that “I’m not in the President’s office,

so I can’t say if he looked at other documents or not”). The court finds no basis to credit that

speculation. In any event, the D.C. Circuit has said “[a]dequate process at the CFIUS stage . . .

would also satisfy the President’s due process obligation.” Ralls, 758 F.3d at 320.

16

matter to the President had already been made.” ECF No. 43 at 10. But CFIUS’s April 30 letter—

which provided the defendants with the unclassified and uncontrolled information it relied on,

invited the defendants to provide any additional information, and was followed by substantial

exchange between CFIUS and the defendants—and the July 7 letter—which summarized the

parties’ additional back-and-forth and described any further, limited unclassified and uncontrolled

information that CFIUS relied on—provided the defendants ample opportunity to rebut CFIUS’s

concerns. ECF No. 44 at 32–33, 81; see also ECF Nos. 35-4, 38-10; ECF No. 44 at 53–54 (Oldham

testifying the July 7 letter was intended “to provide any supplemental information on the process

that had occurred and, again, reiterate to the parties that we were about to refer to the President”).

It may well be true that CFIUS had all but made up its mind to refer the matter to the President

after the April 30 letter, the exchange that followed it, and the July 7 follow-up letter, but that does

not mean the defendants did not have the opportunity to rebut CFIUS’s concerns. 4

4

The government says Congress forbade the defendants from asserting their due process

argument as a defense to enforcement of the President’s order and that they can raise the argument

only in the D.C. Circuit. See ECF No. 35 at 8–9; ECF No. 41 at 9–13. This is a bad argument. To

be sure, after the D.C. Circuit’s decision in Ralls, Congress amended the Defense Production Act

to route suits challenging presidential findings and actions to the D.C. Circuit: “A civil action

challenging an action or finding under this section may be brought only in the United States Court

of Appeals for the District of Columbia Circuit.” 50 U.S.C. § 4565(e)(2); see § 1715, 132 Stat. at

2191. But that provision, by its plain text, does not apply here. The defendants did not bring any

“civil action challenging an action or finding.” 50 U.S.C. § 4565(e)(2). They assert a defense in

response to the government’s civil enforcement action. Here, Congress specified—and all agree—

that the President’s findings and actions are not subject to judicial review. Id. § 4565(e)(1); see

Ralls, 758 F.3d at 307–12 (rejecting the argument that the Defense Production Act’s judicial

review bar encompasses constitutional claims). But nothing in the statute indicates Congress’s

intent to foreclose a party from raising otherwise valid constitutional defenses. See McLaughlin

Chiropractic Assocs., Inc. v. McKesson Corp., 606 U.S. 146, 157, 159 (2025) (explaining that

“[w]hen Congress wants to preclude judicial review in enforcement proceedings, it can easily say

so” and courts “do not presume that Congress silently intended to preclude judicial review in

enforcement proceedings”).

The government cites Yakus v. United States, 321 U.S. 414 (1944), in support of its argument,

but that case establishes the same: Congress speaks clearly when it wants to foreclose a particular

17

The government is therefore likely to succeed in enforcing the President’s order to divest.

B. The Government Has Shown Irreparable Harm

The court also finds the government will be irreparably harmed absent preliminary relief.

This requires the government to show it will suffer injury that is “both certain and great” and “of

such imminence that there is a ‘clear and present’ need for equitable relief to prevent irreparable

harm.” Chaplaincy of Full Gospel Churches v. England, 454 F.3d 290, 297 (D.C. Cir. 2006)

(quoting Wis. Gas Co. v. FERC, 758 F.2d 669, 674 (D.C. Cir. 1985)). The injury must also be

“beyond remediation,” meaning that the possibility of corrective relief “at a later date . . . weighs

heavily against a claim of irreparable harm.” Id. at 297–98 (citation omitted).

The government has shown injury of that nature. The court finds that Suirui’s continued

control of Jupiter Systems poses imminent national security risks. CFIUS made a finding that the

transaction poses a risk to national security that would not adequately be addressed by mitigation

measures short of divestment, and the President made a finding that Suirui might take action that

threatens to impair the national security of the United States. ECF No. 38-10 at 2, 14; ECF No.

35-4 at 1; 90 Fed. Reg. at 31125. And before this court, the government has proffered evidence

that Jupiter Systems’ products—which include video communications hardware and software used

by the Department of Defense and all branches of the military, as well as private entities that own

or operate critical infrastructure—could potentially be accessed, and the data on those systems

defense. See id. at 429–31 (concluding that Congress deprived a district court of jurisdiction to

consider the validity of regulations as a defense where Congress stated not only that a specially

created federal court possessed “exclusive jurisdiction to determine the validity of any regulation

or order,” but also explicitly stated that “[e]xcept as provided in this section, no court . . . shall

have jurisdiction or power to consider the validity of any such regulation, order, or price

schedule”); see also McLaughlin, 606 U.S. at 163–64 (recognizing that in Yakus, it was not enough

that Congress routed challenges to a particular court: “The word ‘exclusive’ in the first sentence

did not itself bar any subsequent review in enforcement proceedings. If it had, then the second

sentence of the Emergency Price Control Act—barring any other consideration of the validity of

the regulations—would have been unnecessary”).

18

exploited, by the introduction of hardware and software vulnerabilities. ECF No. 44 at 15–17; ECF

No. 35-2 ¶ 16. The record shows that Suirui has asserted control over Jupiter Systems since

acquiring it, and that Suirui and its employees are subject to laws that allow the Chinese

government to compel them to support government investigations, share information, and assist

Chinese intelligence agencies. ECF No. 44 at 12–15; ECF No. 35-2 ¶¶ 17–18; ECF No. 38-10 at

3–4; ECF No. 35-4 at 7. The court also credits the government’s evidence that the transaction

continues to pose national security concerns. See ECF No. 44 at 32 (Oldham testifying that “the

national security risks of Suirui’s continued ownership and control of Jupiter Systems” are “[v]ery

much still present”); see also id. at 80; ECF No. 35-2 ¶¶ 25, 29. The court finds these concerns are

heightened by Suirui’s failure to make meaningful efforts to comply with the President’s order to

divest, which, as Suirui employee and Jupiter Systems CEO Jay Xia testified, is in part because it

complained to, and will divest only as approved by, the Chinese government. See ECF No. 44 at

13–14, 105, 133–34, 136–37, 140, 145–46; see also ECF No. 37-3 at 2 (stating that Suirui submits

weekly reports to the Chinese government to provide “updates on the equity sale and forced

divestiture of Jupiter” and reports the details of meetings with the U.S. government to the Chinese

authorities).

The court also finds that mitigation measures short of divestment are not sufficient to

address the national security risks. The government has proffered evidence that access control

measures cannot mitigate the national security risks because they rely on the defendants’ self-

policing. ECF No. 44 at 25, 80; ECF No. 35-2 ¶¶ 26–27. The court also credits the testimony that

the agencies monitoring the defendants’ implementation of security measures have concerns about

Jupiter Systems’ ability to maintain access control measures because it is a small company with

limited resources and experience implementing security measures. ECF No. 44 at 80; ECF No. 35-

19

2 ¶ 26. And the court finds that the defendants’ proposal that the government simply stop buying

Jupiter Systems products is superficial, not a practical way to mitigate the national security risks.

See ECF No. 43 at 19 n.12; ECF No. 38-10 at 13–14. The proposal does not address national

security risks posed by the possible compromise of products already in use by the federal

government, or by state, local, and private entities that operate critical infrastructure. See ECF No.

38-10 at 6–9, 13–14; ECF No. 44 at 15–16; ECF No. 35-2 ¶¶ 15–16. Accordingly, the court finds,

based on the hearing testimony and other evidence before it at this stage, that the national security

concerns are bona fide and will persist as long as Suirui maintains control of Jupiter Systems.

In reaching this conclusion, the court does not endorse the government’s argument that the

“President’s finding of a national security threat is by itself enough to satisfy the irreparable harm

standard.” ECF No. 41 at 19; see also ECF No. 35 at 3; ECF No. 44 at 150. To be sure, the

President’s finding is not one this court can review. 50 U.S.C. § 4565(e)(1). But even when the

government asserts irreparable harm based on national security, it must show the harm is “both

certain and great” and imminent so as to justify injunctive relief during the period sought—that is,

pending litigation. Chaplaincy of Full Gospel Churches, 454 F.3d at 297 (citation omitted); see

Fed. Educ. Ass’n v. Trump, No. 25-5303, 2025 WL 2738626, at *3 (D.C. Cir. Sept. 25, 2025)

(concluding that the government did not meet its burden to establish irreparable harm where it did

not show that “the indirect effects on national security it posited” were “imminent”). Here, the

court finds that the preliminary injunction record, which includes the President’s finding of a

national security threat arising from the transaction, shows that the threat would remain present

pending litigation absent preliminary relief.

For similar reasons, the court also rejects the defendants’ argument that the government’s

national security concerns are speculative and unsubstantiated. See ECF No. 31 at 15–19. The

20

government has provided ample support, through testimony and written evidence, for the national

security harms that could occur absent preliminary relief. See TikTok Inc. v. Garland, 604 U.S. 56,

83–84 (2025) (Gorsuch, J., concurring) (concluding that “the record the government has amassed

in these cases after years of study supplies compelling reason for concern” even though “assessing

exactly what a foreign adversary may do in the future implicates ‘delicate’ and ‘complex’

judgments about foreign affairs and requires ‘large elements of prophecy’” (citation omitted)).

And its evaluation of the potential national security risks set forth in the President’s finding and in

the testimony of national security officials in court is entitled to substantial deference. See id. at

75 (rejecting argument that it was “unlikely” national security concerns would manifest and giving

“substantial deference” to “the Government’s informed judgment” that China might seek to

compel TikTok to turn over user data for intelligence-gathering purposes (cleaned up)); Holder v.

Humanitarian Law Project, 561 U.S. 1, 33–34 (2010) (recognizing deference must be given to the

executive branch’s “evaluation of the facts” when the “sensitive and weighty interests of national

security” are implicated); see also Nat’l Treasury Emps. Union v. Trump, No. 25-5157, 2025 WL

1441563, at *2 (D.C. Cir. May 16, 2025) (concluding that the government established irreparable

harm where the President’s “national-security prerogatives, which were explicitly recognized by

Congress,” were impeded); Am. Foreign Serv. Ass’n v. Trump, No. 25-5184, 2025 WL 1742853,

at *3 (D.C. Cir. June 20, 2025) (same).

The court also rejects the defendants’ argument that the government’s actions since Suirui

acquired Jupiter Systems undermine any claim of imminent threat. ECF No. 31 at 19–22; ECF No.

43 at 8–9. The defendants ask the court to infer there is no bona fide or imminent threat because

the government initiated an inquiry into the transaction long after Suirui bought Jupiter Systems

and sued only after engaging in months of discussions with the defendants and affording them

21

extensions for divestment. ECF No. 31 at 19–20; ECF No. 43 at 8–9. To the contrary, the court

finds that CFIUS pursued an expeditious and orderly divestment. Before the President issued his

order, CFIUS engaged in the review and investigation processes required by statute. See 50 U.S.C.

§ 4565(b)(1)–(2). The government provided evidence that during these processes, Suirui

frequently missed deadlines and provided incomplete responses to requests for information from

CFIUS, making it challenging for CFIUS to complete a full review of the transaction and leading

to some delays. See ECF No. 44 at 19–20; ECF No. 35-2 ¶ 19; ECF No. 38-10 at 16–26. Following

the President’s order, the government sought to work with the defendants to effectuate divestment

without litigation, which is typically “the fastest route to securing the divestment.” ECF No. 44 at

28–29. And while it is true that the government granted Suirui two extensions after the divestment

order, the fact that Suirui asked for extensions and then failed to meaningfully comply with

deadlines does not indicate lack of concern or urgency on the part of the government. See ECF No.

35-2 ¶ 28; ECF No. 44 at 28–32. Indeed, the government filed this lawsuit just six days after Suirui

failed to comply with the most recent divestment deadline, and it filed its preliminary injunction

motion nine days after that. See ECF No. 44 at 29–31; ECF No. 35-2 ¶ 24; ECF Nos. 1, 6. 5

5

The defendants devote significant briefing to whether two dual employees of Suirui and Jupiter

Systems improperly accessed Jupiter Systems’ facility in violation of access control measures set

by CFIUS. See ECF No. 31 at 15–17; ECF No. 43 at 5–6. The defendants maintain they repeatedly

informed CFIUS that the employees had access, without objection from CFIUS. See ECF No. 44

at 61–69, 93–100, 122–27; ECF No. 31-2 ¶¶ 25–30; ECF No. 31-3 ¶¶ 10–14; see, e.g., ECF No.

38-13 at 3, 5; ECF No. 38-4 at 2. The government maintains that the employees continued to

improperly access Jupiter Systems’ facility for several months despite failing to get a waiver to

access the facility, although Oldham acknowledged that the government was concerned about such

compliance risks given that Jupiter Systems was a small company and that the government should

have been clearer to avoid misunderstanding. ECF No. 35-2 ¶ 26; ECF No. 44 at 25–28, 62–63,

80. The court does not rely on the alleged violation of access controls by the two dual employees

as a basis for its finding that the government has shown irreparable harm. However, the court

credits Oldham’s testimony regarding the risk that Jupiter Systems is not positioned to monitor

risks posed by Suirui’s control of the company.

22

C. The Balance Of The Equities And The Public Interest Favor A Preliminary

Injunction

The equities and public interest also support the government’s request for injunctive relief.

These two factors generally “merge” when the government is a party. Nken v. Holder, 556 U.S.

418, 435 (2009); see Pursuing Am.’s Greatness v. Fed. Election Comm’n, 831 F.3d 500, 511 (D.C.

Cir. 2016) (reasoning that the government’s “harm and the public interest are one and the same,

because the government’s interest is the public interest”).

There is undoubtedly a strong public interest in addressing national security risks—indeed,

it is “an urgent objective of the highest order.” Trump v. Int’l Refugee Assistance Project, 582 U.S.

571, 581 (2017) (citation omitted). In assessing the equities and public interest, the court is mindful

that this is not only a circumstance in which the President has made a finding that there is a national

security risk, but also one in which he did so pursuant to Congress’s express authorization. See

Youngstown Sheet & Tube Co. v. Sawyer, 343 U.S. 579, 635 (1952) (Jackson, J., concurring)

(“When the President acts pursuant to an express or implied authorization of Congress, his

authority is at its maximum, for it includes all that he possesses in his own right plus all that

Congress can delegate.”); see also Nat’l Treasury Emps. Union, 2025 WL 1441563, at *3

(explaining that “preserving the President’s autonomy under a statute that expressly recognizes his

national-security expertise is within the public interest”). And the court has found, based on the

record at this stage, that the government’s interest in protecting national security here is ongoing,

will continue during the preliminary injunction period, and is not speculative.

The defendants raise equities on the other side, including the possibility that the

appointment of a receiver will disrupt Suirui’s and Jupiter Systems’ businesses, such as by making

it more difficult for Jupiter Systems to compete or for Suirui to sell Jupiter Systems. ECF No. 31

at 31–32; ECF No. 43 at 13–14. But the court finds that, to the extent interim appointment of a

23

receiver has consequences for Suirui’s or Jupiter Systems’ business, that is Suirui’s own doing.

Suirui had extensive opportunities to divest its interests in Jupiter Systems but did not make

meaningful efforts to do so. That includes the opportunity Suirui had to negotiate a voluntary

divestment before the President issued the divestment order. ECF No. 44 at 11–12. Although

CFIUS sought to work with the defendants to negotiate a voluntary divestment—an option many

companies consider to be in their best interest to avoid the very risks the defendants complain of

today—Suirui rejected CFIUS’s proposals and instead proposed less restrictive mitigation

measures that CFIUS had already found insufficient. Id.; ECF No. 35-4 at 1–5. And since the

President’s order, Suirui has consistently delayed any meaningful effort to divest its interests in

Jupiter Systems. See ECF No. 44 at 21–24, 29–32; ECF No. 35-2 ¶¶ 24, 28. Indeed, the record

shows that U.S.-based Jupiter Systems employees favored a quick divestment precisely to protect

the business’s interest, but Suirui did not support those efforts. ECF No. 44 at 103–08, 114–15,

132, 136–37. Having forgone every opportunity to divest its interests in Jupiter Systems in a way

that would be less damaging, Suirui cannot now invoke its own or Jupiter Systems’ business as an

interest. And even crediting the possible business risk to Suirui and Jupiter Systems, the equities

and public interest tilt heavily in the government’s favor. See Winter, 555 U.S. at 25–26, 31 n.5

(concluding that “documented risks to national security . . . clearly outweigh[ed]” scientific,

recreational, and ecological interests). 6

6

While the court finds Suirui did not make meaningful efforts to comply with the President’s

order, the court does not attribute any bad faith to the defendants’ witnesses. Jupiter Systems

employee Matthew Pestana testified candidly and admirably about the efforts of U.S.-based Jupiter

Systems employees to try to find a potential buyer while looking out for the company’s best

interests. See ECF No. 44 at 103–08, 114–15. Suirui employee and Jupiter Systems CEO Jay Xia

also testified candidly and credibly, including about Suirui approaching and regularly engaging

with the Chinese government, which slowed its progress toward divestment. See id. at 132–37,

139–40, 145–46.

24

D. Scope of Relief

Having concluded that all factors weigh in favor of a preliminary injunction, the court still

pauses to consider and craft the interim relief tailored to the showing the government has made,

including the particular claim likely to succeed, harm, equities, and public interest. See Int’l

Refugee Assistance Project, 582 U.S. at 580 (acknowledging that the court “need not grant the

total relief sought by the applicant but may mold its decree to meet the exigencies of the particular

case” (citation omitted)). The government asks the court to appoint a receiver to manage Jupiter

Systems during the pendency of this case and provides a detailed proposed order to that effect.

ECF No. 6 at 16; see ECF No. 35-3. The defendants argue that even if the government is entitled

to preliminary relief, the court should allow Suirui to maintain control over Jupiter Systems. ECF

No. 43 at 16–19. As discussed below, the court finds that tailoring the relief to the particular claim,

harms, equities, and public interest in this case necessitates the appointment of a receiver pending

litigation of the government’s request for an order requiring full divestment. The court also notes

at the outset that, despite having opportunities to address specific terms of a receivership, including

those proposed by the government, the defendants have largely declined to do so and instead

adhered to their frontline position that Suirui should maintain control of Jupiter Systems pending

litigation or Suirui’s divestment of its interests in Jupiter. See id. at 16–19; see also ECF No. 34 at

5, 11, 14–15. While that is the defendants’ prerogative, they have in doing so forfeited, and

therefore left the court without, their position on many of the details proposed by the government.

The defendants do not dispute that the court has discretion to appoint a receiver as interim

relief. See N.Y. Cmty. Bank v. Sherman Ave. Assocs., LLC, 786 F. Supp. 2d 171, 175 (D.D.C. 2011)

(recognizing “the court has ‘broad powers and wide discretion’ in determining whether a

receivership is appropriate” (citation omitted)); Fed. R. Civ. P. 66. They observe, however, that

appointment of a receiver “is an ‘extraordinary equitable remedy’ and should be granted with

25

‘caution.’” N.Y. Cmty. Bank, 786 F. Supp. 2d at 175 (quoting Canada Life Assurance Co. v.

LaPeter, 563 F.3d 837, 844 (9th Cir. 2009)); see ECF No. 31 at 31–34. The court agrees.

The court finds that the circumstances of this case necessitate the extraordinary remedy of

appointing a receiver, and no remedy short of transferring Suirui’s control of Jupiter Systems to a

receiver will address the national security risks pending litigation. The court is mindful of the

context in which this case arises. Congress has authorized the President to order divestment upon

finding the foreign purchaser might take action that threatens to impair the national security and

other provisions of law do not provide adequate and appropriate authority for the President to

protect the national security, and there is no dispute the President made those findings and ordered

divestment in this case. See 50 U.S.C. § 4565(d)(1), (4); 90 Fed. Reg. at 31125. The court has

concluded the government is likely to succeed in enforcing that order. Thus, while the appointment

of a receiver is no doubt an extraordinary remedy, here, the government’s request is made in a

context where the President has ordered divestment, the court has found the government is likely

to succeed on its claim for enforcement of the President’s order, and Congress expressly authorized

the remedy of divestment for such a claim. See 50 U.S.C. § 4565(d)(3); 90 Fed. Reg. at 31125.

The appointment of a receiver is therefore less drastic than the final injunctive relief the

government seeks and is likely to obtain. And it is tailored to the national security risks posed by

Suirui’s continued control of Jupiter Systems pending litigation, while also allowing Suirui to

continue to hold its equity in Jupiter Systems until the case resolves. See ECF No. 44 at 176 (the

government acknowledging that Suirui would continue to hold equity in the company during the

receivership).

The court also finds that no form of relief short of transferring Suirui’s control of Jupiter

Systems would adequately respond to the government’s particular showing of harm, the equities,

26

and the public interest. See Dixon v. Barry, 967 F. Supp. 535, 550 (D.D.C. 1997) (“The most

significant factor in the propriety of appointing a receiver is whether any other remedy is likely to

be successful.”). As set forth above, the court must give deference to the President’s finding that

Suirui, through its ownership of Jupiter Systems, poses a national security threat, and the court

credits the government’s evidence that this risk will continue pending litigation and cannot be

adequately mitigated as long as Suirui maintains control. The defendants propose various

alternative remedies: requiring the parties to provide regular status updates to the court, giving

Suirui more time to divest its interests in Jupiter Systems, appointing a mediator to facilitate

divestment, or appointing a monitor to undertake an assessment of current risks associated with

Suirui’s continued control of Jupiter Systems. See ECF No. 43 at 18–19; ECF No. 44 at 204–05.

But none of these proposed remedies address the core problem—reflected in the President’s

findings and reiterated in the evidence before the court—that Suirui’s control of Jupiter Systems

poses a national security risk. The court finds that status updates to the court, whether from the

parties or from a third-party monitor, will not mitigate the national security risks described by the

government. These include risks that technology used by the government, including all branches

of the military, the Department of Defense, and entities that operate critical infrastructure, could

be compromised. See ECF No. 44 at 15–17; ECF No. 35-2 ¶ 16; ECF No. 38-10 at 2, 14. And the

court also finds that providing Suirui with more time to divest is an inappropriate remedy given

Suirui’s failure to make meaningful efforts to divest despite having many opportunities to do so.

See ECF No. 44 at 21–24, 29–32; ECF No. 35-2 ¶¶ 24, 28

The government has proposed detailed terms to govern the receivership, which the court

adopts in large part after its own review. See ECF No. 35-3. The defendants decline to engage with

the details of the government’s proposal, offering only a few cursory objections. First, the

27

defendants question whether the government’s proposed receiver, Bradley Sharp, “has the

experience necessary to run a company like Jupiter.” ECF No. 43 at 16. But aside from a

conclusory assertion of “lack of experience,” the defendants do not say what they mean. Id. The

court also notes that, despite indicating they would want to be a part of the process of selecting a

receiver, the defendants did not meaningfully engage in that process or propose any alternative

receivers to the government or to the court, despite having the opportunity to do so after the

government moved for a preliminary injunction. See ECF No. 27 at 6 (the government indicating

it was setting up interviews for potential receivers during an early status conference); ECF No. 34

at 5, 11 (the government stating that it had invited the defendants “to engage in a discussion about

identifying a receiver” but “to date, defense counsel has not taken the government up on that

invitation”); ECF No. 34 at 10–15 (the court directing the parties to confer regarding “the identity

of a receiver” and the defendants’ engagement in the process of selecting a receiver); ECF No. 44

at 5 (the government indicating that it “shared the resumes of three individuals it had interviewed

and was pleased with and open to proposing” with the defendants, but the defendants “informed

that their position was, at this time, they were not able to agree to one of those individuals”). In

any event, the court finds that Sharp—who has significant experience acting as a fiduciary,

providing crisis management services across many industries, and serving as a receiver in prior

cases—is qualified to serve as a receiver. See ECF No. 35-6. 7

7

In a footnote, the defendants say they should have the opportunity to interview Sharp or

propose alternative receivers. See ECF No. 43 at 16 n.10. But the court finds that, to the extent the

defendants wish they had more involvement in the process of selecting a receiver, their lack of

involvement was due to their own actions. Despite opportunities to do so—including at the

encouragement of the court—the defendants have not made any meaningful effort to participate in

the process of selecting a receiver, whether it be with the government or to rebut the government’s

proposal in court. See ECF No. 34 at 5, 10–15; ECF No. 44 at 5.

28

Second, the defendants suggest that certain terms of the proposed receivership afford the

receiver too much power to oversee and report on Jupiter Systems’ financial health, give the

receiver too much protection from liability in carrying out his duties as receiver, and fail to limit

the receiver’s compensation or ability to spend Jupiter System’s resources. ECF No. 43 at 17–18.

But the court finds that the proposed order, including these provisions, strikes an appropriate

balance of allowing the receiver to carry out his duty to take control of Jupiter Systems pending

litigation, preserving Jupiter Systems’ ability to make business decisions during that period, and

providing appropriate oversight and accountability. For example, contrary to the defendants’

assertions, the proposed terms require court approval for the receiver’s compensation and non-

routine expenses above a certain threshold. ECF No. 35-3 ¶¶ 5, 43. The court also notes that the

extent of the authority granted in the proposed receivership order is comparable to that granted by

courts in other cases, even in cases that did not implicate national security. See, e.g., Order

Appointing a Receiver, Genesis Capital, LLC v. Lauravin Luxury Apartments Homes, LLC, No.

23-cv-00795 (D.D.C. July 3, 2023), ECF No. 21; Order Appointing Receiver, Sec. & Exch.

Comm’n v. Legend Venture Partners LLC, No. 23-cv-05326 (S.D.N.Y. July 7, 2023), ECF No. 33.

The court does, however, modify the proposed order in one way raised by the defendants, to

remove a provision that would give the receiver authority to wind down business operations of the

company. See ECF No. 43 at 17; ECF No. 35-3 ¶ 21. The court finds that provision to be

inconsistent with the purpose of the preliminary injunction to maintain the status quo.

The defendants also argue that certain terms of the proposed receivership order, such as the

requirement that the receiver notify officers, employees, and relevant third parties of the

receivership, will be bad for Jupiter Systems’ business. See ECF No. 43 at 17. But, as the court

has already found, to the extent there are any negative consequences to the defendants’ business

29

resulting from the position they find themselves in, it is the result of Suirui’s own actions, including

its failure to make meaningful efforts to comply with the President’s divestment order. Indeed, the

record supports that U.S.-based Jupiter Systems employees supported transfer of ownership, and

one of the Jupiter Systems employees who testified for the defendants at the hearing acknowledged

that having a receiver who could advance the company’s interests would be a positive development

for the company. See ECF No. 44 at 104–08, 114–15, 132, 136–37. 8

E. Consolidation With The Merits

At the court’s preliminary injunction hearing, the court raised the question of whether the

government’s preliminary injunction motion should be consolidated with the merits and asked the

parties to further address the question in post-hearing briefs. ECF No. 44 at 5, 220; Minute Order

(Mar. 11, 2026); see Fed. R. Civ. P. 65(a)(2). The government responded that it supports

consolidation with the merits. ECF No. 41 at 24. However, upon reviewing the parties’ arguments,

the court agrees with the defendants that even if they do not prevail at the preliminary injunction

stage, they should be provided the opportunity to more fully investigate and brief their defenses in

this case. See ECF No. 43 at 19–23.

III. Conclusion

For these reasons, the court grants the government’s motion for preliminary injunction. A

separate order accompanies this memorandum opinion.

8

In a footnote, the defendants ask the court to stay any preliminary injunction pending appeal.

See ECF No. 43 at 23 n.13. That request is denied as premature. If, after reviewing this opinion

and order, the defendants decide to pursue an appeal, they may move for a stay pending appeal,

and the court will consider it in the ordinary course.

30

AMIR H. ALI

United States District Judge

Date: May 26, 2026

31