Exhibit 10.1

MAG MAGNA C ORP. OTC : MGNC I RA R E EARTH & CRITICAL MINERALS CONFIDENTIAL April 6, 2026 Mr. Siba Padhi Chief Executive Officer OrbitBeyond , Inc. Letter of Intent Strategic In vestment & Adv i sory Partne r ship 1. Introduction Dear Siba , On behalf of Mag Magna Corp . ("MGNC"}, I am writing to present this Letter of Intent outlining a proposed strategic investment and advisory arrangement between MGNC and OrbitBeyond , Inc . ("OBI" or the " Company") . This letter reflects our recent discussions and the mutual recognition that a partnership between our two companies is well - aligned with the interests of both parties . MGNC is a rare earth and critical minerals company focused on the industries underpinning the New Global Economy - artificial intelligence, e l ectrification , defense modernization , and the broader technology - driven transformation of global supply chains . O r bitBeyond ' s position as a commercial lunar transportation and infrastructure company - with a secured mining distr i ct, established NASA partnerships , and a credible path t oward extraterrestrial resource development - represents a natural strateg i c complement to MGNC ' s terrestrial operations and expertise . 2. Proposed Transaction Structure The proposed arrangement comprises two pa r allel workstreams, reflecting OBl ' s immediate preparatory requirements and the concurrent need to advance the Company's growth financing : Workstream 1 - Preparatory Financing MGNC proposes to invest $ 1 , 000 , 000 via a Simple Agreement for Future Equity ("SAFE") to fund the readiness work required to position OBI for institutional investment . Anticipated use of proceeds includes financ i al audit comp l etion , legal and corporate structuring , and other activities necessary to support a successful capital raise . Capital would be deployed in six (6) tranches, $100 , 000; $100,000; $200,000; $200,000; $200,000 ; $200 , 000; over an anticipated period of approximately four (4) months, pu r suant to a mutually agreed written disbursement schedule to be finalized within five (5) business days of execution of definitive agreements . Workstream 2 - Growth Financing ($30M Round) Concurrently with the preparatory work, MGNC w i ll begin working with OBI to structure and advance the

Company's planned $ 30 , 000 , 000 growth financing . This includes i nvestor identification and introductions, materials development, and strategic positioning . The parties acknowledge that certain deliverables from the preparatory wo r kst r eam - in particular , aud i ted financial statements and completed corporate structuring - will be conditions to closing the growth round . However , both workstreams shall commence simultaneously upon execution of definitive agreements . MGNC intends to participate in the growth round as a co - investor, whether through direct investment by MGNC , a co - investment vehicle, or a combination thereof, to be determined based on ma r ket cond i tions and mutual agreement . 3. Key Terms - SAFE Investment The SAFE sha ll be substantially in the form attached hereto as Exhib i t A, with the following key commercial terms : Instrument Investme n t Amount Valuation Cap Qualifying Financing Convers i on Mechanics Target Ownership Use of Proceeds Simple Agreemen t for Futu r e Equity (SAFE), based on the standard YC post - money SAFE template with modificat i ons as set forth here i n $1,000 , 000 , deployed in ten (10) t r anches of $100 , 000 each over approximately four ( 4 ) months $41 , 000,000 (post - money) An equity financing rais i ng aggregate gross proceeds of not less than $5,000 , 000 (excluding conversion of the SAFE and any other convertible instruments) The SAFE converts at the lower of (a) the Valuation Cap price or (b} the Discount Rate applied to the price per share paid by new or existing investors (excluding SAFE conversiona amount) in the � r - . u ... a · 1 - • 1 = 1 � y 1 - . 1 : 1 - ! : - J r 1 • 1 = 1 a - 1 - 1 - 1 - .; 1 = 11 - ! - : J Approx. 2.4 - 2 . 5 % of OBI on a post - money, fully - diluted basis upon conve r sion at t he Valuation Cap Financial audit , l egal and corporate structuring , and other preparatory activities as agreed between the parties. MGNC acknowledges that deployment of proceeds sha!! be determined by 081 in its reasonable discretion, consistent with the stated objectives.] 4. Activation of Protective Provisions All protective provisions, participation rights , and the exclusive adviso r y arrangement described herein shall activate shall activate only upon cumulative funding of not less than $300,000 (the "Activation Date" Funding Condition . In the event that MGNC fails to fund the full $ 1 , 000 , 000 w i thin the agreed deployment schedule (other than as a result of delays att r ibutable to OBI) , OBI may terminate t h e exclusive advisory arrangement and the associated protective provisions upon fifteen ( 15 ) days' written

notice to MGNC . The SAFE itself and any amounts already disbursed shall remain in effect and shall convert in accordance with their terms regardless of whethe r the full amount is funded . 5. Exclusive Strategic Advisory Arrangement From the Activation Date through the earlier of (a) the closing of the growth financing or (b) ninety ( 90 ) days (the "Advisory Period"), MGNC shall serve as exclusive strategic advisor to OBI . During the Advisory Period, OBI shall not engage any othe r party in a strategic advisory or capital arrangemen t role wi t hout the prior written consent of MGNC . However, OB I may engage with investors that are without any strategic advisor . This exclusiv i ty applies to the strategic advisory funct i on - including capital strategy , investor positioning, and financing arrangement . It does not restrict OBI from conducting ordinary course business operations , pursuing government contracts , engaging technical or operational partners , or retaining independent legal and accounting professionals . MGNC's advisory role shall encompass : capital structure and financing strategy , investor identificat i on and introductions, strategic positioning for institutional capital , and guidance on corporate and public market readiness . 6. Participation & Protective Provisions The following provisions are intended to protect MGNC's investment and advisory commitment while preserving OBl ' s ability to pursue financing opportunit i es as they arise : 1. Automatic Conversion Upon any Qualifying Financing , the SAFE shall convert automatically into equity at the lower of the Valuation Cap price or the Discount Rate price . Conversion shall complete and MGNC's equ i ty shall be reflected on OBl's cap i talization table prior to or simultaneously wit h the closing of the Qualifying Financing . 2. Pro - Rata Participatio n Rights MGNC shall have the right , but not the obligat i on , to participate in any subsequent equity or convertible financing round on a pro - rata basis, at the same price and on the same terms offered to new investors . MGNC ' s pro - rata share shall be calculated based on its fully - diluted ownership at the time of such financing . 3. Most Favored Nat i on If any investor in a Qualifying Financing or subsequent round r eceives governance , protective , or informat i on rights more favorable than those held by MGNC , MGNC's economic rights shall be adjusted to match materially more favorable terms , excluding governance , control , or consent rights . 4. No Unreasonable Restraint Nothing here i n shall prevent OBI from accepting a bona fide offe r from a qualified investor at any valuation, provided that MGNC's rights under Sections 6 . 1 through 6 . 5 are honored . MGNC ' s exercise of any rights hereunder shall not delay , interfere with, or impede the closing of any financing transaction . 7 . Governance & Information Rights Upon conversion of the SAFE , MGNC shall be ent i t l ed to appoint one ( 1 ) board observer only , unless

oltierwire mllt.Uaffy agreed in a subseQt..i:!nl r,n;..l'l( � 1 ny rnuoo O.irn)!'.; 1h£' Advisory Pu• oo, MGNC sha 1 1 receive q - , 1artP•l y t1n1WOr1 ;md upma!ior \ , uµd.1ws i'ltld shall have, reasonabte access to man.a9erri'?fl 1 f Of stratogic COfi".gjJtation 8. Good faith & Definitive OGcumentatlon Boltt parties B!'Jee< 10 oegotiate defi' 1 irve docurnm',cl 1 011 r· y{)(, 0 lnt!ll w - 111 a target exocution da : l' of Apri l : n . ? 0 ' 6 E � h p, � rt y �� I I c : m rrnJ"'l 1 ¢ a 1 fl piomp : ly roqard ng ooy matcnJI change 5 in circurr . stance m . ra·party m t c,rcs t . or strateg ; c OirectlOfl 9. Non - Binding Nature This letter oi lr ; tent s intended to expr?,)sS tt· � mt . Ii . HI 1 , 1 lHt - :::. l o t th 1 - > c>ar 11 P . S ; ind t o sor , 10 as Iha - basis for 1 tego 11 atlon oC ooM, !J vo agroomoms Except fo, � prolills,ons relating to confidentiaUty (Section 10 ) and excluslvity (Section SJ solely to th e exte" 11 eJ< : p \ lciti � ag • ee<i i n oeti n t we agreement � . wh .: l'i shnll tie l),flO ng upon Pxeiculion b} , . l{J,h part i � :; ti . , - . l?twr 1 . , non • b tndl ng . and ooes not crnate any leqa l obf . !gaoon on either part, 1 m consumm am the rransaciionSc desc - 11 : > 00 nere fl Consummation or the proposed investment is Svb 1 ec t to sat sfactQI)' oomp 1 e 1 ,on o f due di gerice hy oo • h parilf!'S ,mg(!l 1 a!lan r 11111 axoculton or rn 111 uallv .; !(' . cf!p t, . 1 t lfe dGltfl tl'Ju IO!grccmosr : s . and rOCO"pt of all oooossa,')' coll)Orn 1 e awo � • ru :: i 10. Conftde : ntia! 1 ty Each party ag oos t o mai 11 tain !ho conMcn mny 0 1 tr 1 s l . DttCJ o ' l ntOflt ond all re l ated dtscus � s . and sha l nol o . stlose i ls ei,stence 0 t oontent : , f r, imv 111 rd s ; art , v ,, 1 ! 11 <l \ Jt thtJ f >rtOr w r i llan ccmsent o t tl'le otho 1 ' 1 ,,=irty . ex � as requned hti' ap � ieabl 0 law or ' 89 U a 110 f'I We look forward to your rc - spoosc and to advGnc1"'lg towa1d de'i"'li ve agreerr.erits FOR MAG MAGNA CORP . ACKNOW LEOG EO & AGREED: FOR ORSITSEVONO , INC . - - � r - Harpreet Sangha Ct,it;! Ex. • 'Uii.t L OfflGY!" M .;m ,,,,< ns Cam (OTC fKiNq " ;: Da. � - !) � 4',b l• Ort· 8.. :1 Date · 04/14/2026

EXHIBIT A SIMPLE AGREEMENT FOR FUTURE EQU I TY (Valuatio n Cap and Disc ount) THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES . THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM . This Simple Agreement for Future Equity ("SAFE") is entered into as of [DATE] (the "Effective Date"), by and between : OrbitBeyond, Inc., a [State] corporation (the "Company"), and Mag Magna Corp., a corporation organized under the laws of [State] (the "Investor"). 1. Events (a) Equity Financing If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert into the number of shares of SAFE Stock equal to the Purchase Amount divided by the Conversion Price . The "Conversion Price" shall be the lesser of: • (i) the Safe Price, which is the price per share equal to the Post - Money Valuation Cap divided by the Company Capitalization; or • (ii) the Discount Price, which is the price per share equal to the price per share of the Standard Stock sold in the Equity Financing multiplied by the Discount Rate. In connection with the automatic conversion of this SAFE into shares of SAFE Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing. (b) Liquidity Event If there is a Liquidity Event before the termination of this SAFE, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount, or (ii) receive a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price . The "Liquidity Price" shall be the lesser of (i) the price per share equal to the Post - Money Valuation Cap divided by the Liquidity Capitalization, or (ii) the price per share equal to the fair market value of the shares at the time of the Liquidity Event multiplied by the Discount Rate . (c) Dissolution Event If there is a Dissolution Event before the termination of this SAFE, the Investor will receive a cash payment equal to the Purchase Amount, subject to the rights and preferences of holders of the Company's outstanding Stock, if any . If the Company's cash and assets available for distribution are insufficient to pay the full Purchase Amount, the Investor will receive a pro - rata portion of the available funds .

2. Definitions "Company Capitalization" means the sum of (a) all shares of Capital Stock (on an as - converted basis) issued and outstanding immediately p r ior to the initial closing of the Equ i ty Financing, (b) all outstanding stock options or similar convertible securities, (c) shares of Common Stock reserved for issuance under the Company ' s existing equity incentive plan(s), and (d) the shares of Common Stock issuable upon conversion of all outstanding SAFEs and convertible instruments . " Discount Rate" means 80 % (reflecting a 20 % discount to the price per share paid by new investors in the Equity Financing) . "Equity Financing" means a bona fide transaction or series of transactions in which the Company issues and sells shares of Common or Preferred Stock with the principal purpose of raising capital , resulting i n aggregate gross proceeds to the Company of not less than $ 5 , 000 , 000 (excluding all amounts raised through the conversion of SAFEs , convertible notes , or other convertible instruments) . "Liquidity Capitalization" means the number calculated by (a) taking the sum of all shares of Capita l Stock (on an as - converted basis) issued and outstanding immediately prior to the Liquidity Event, plus all outstanding stock options or similar convertible securities , plus shares reserved under equity incentive plans, and (b) adding the shares issuable upon conversion of all outstanding SAFEs and convertible instruments . "Liquidity Event" means a Change of Control or an Initial Public Offering . "Post - Money Valuation Cap" means $ 41 , 000 , 000 . "Purchase Amount" means $ 1 , 000 , 000 , to be funded in ten ( 10 ) tranches of $ 100 , 000 each , disbursed over approximately four ( 4 ) months in accordance with a mutually agreed disbursement schedule . Each tranche , upon disbu r sement , shall be deemed part of the Purchase Amount under this SAFE . "SAFE Stock" means the shares of a series of Common or Preferred Stock issued to the Investor in connection with an Equity Financing , having identical r i ghts, privileges , preferences and restrictions as the Standard Stock, other than with respect to (i) the per share liquidation preference, which shall equal the Conversion Price, and (ii) the conversion price for purposes of price - based anti - dilution protection, which shall equal the Conversion Price . "Standard Stock" means the shares of Common or Pre f erred Stock issued to investors in the Equity Financing . 3. Company Representations (a) The Company is duly organized, validly existing and in good standing under the laws of the state of its incorporation , and has the power and authority to own, lease and operate its properties and carry on its business as now conducted . (b) The execution , delivery and performance of this SAFE is within the power of the Company and has been duly authorized by all necessary actions . This SAFE constitutes a legal, valid and binding obligation of the Company . (c) The performance of this SAFE does not and will not violate any material judgment, statute, rule or regulation applicable to the Company, any provision of the Company's charter or bylaws, or any agreement to which the Company is a party .

. ' 4. Investor Representation (a) The Inv t l<'l � •ut Pf!dl · - m , d \ t JI() � 1 i - l'1t a 1. r ry r - ),[ ru· and orm 1rs oblr anons IJ'ld •r 1vcr trus c - AFE and to (b} Tnc l nYCstor Is ar, ·aocrc:drteo inves1or · a .. wch tr.e Securities ct rm � • 1 1,if:d n R .g sen ot R 1.1ta 1 Ion O und r (c) The l tlve$'1!Jr • as 1 ng 1r11:; SAFE toe ts o "n nceot.mt I rn·cstrl"< p poses ooly and � y , •th n tion · m ary · on eof 1n • : t . eowmt � 11JJ1y t.lg o � n ·r..,. p oo a 5. liseeUanoou (at Pro Flat.a FU - ghts . frv s • or shall ti en• ed o a pro rata n9 o pa • , naoong rou of l.l1e Co, pany . ca · atoo oo d on t ors ·u1 1 y.ci lutod b.asl!i m t rro o · such flna.ocl"g . (t» MFN Prov i!Uon . If he C mp.any ssu s any • 1b � r> uen SAFF or mm,· nil , . r islr a lP.t t w1lh t er ms r no,e t avorn. e t It! tiol<'J ti· 00 1 t ,an tho m.rtornatJcally be arncndoct to rc:lcct s.ud1 . l ICYtr ,ar . th � rms o lhls SAFE sl'la l e torm . (c ) Amendment. An provison or is SAFE m be enoed . w ived moci,fied only upon t e Wflrt CO ! � · ol l Cor i r ,¼I 'IC I ln \ lf'l:;•or (d) Transfer Restrletlons . Tl11c> SAfE nno :s morfk.Jno ma11 llO( bo a ..s,gn o, t ram.11)rred ov the I nvestor i;.mKJu he prO( ¼Ti � en cc:mse11 - of ttie Compa v. e � cetli :o ao atf.l.ate of tt1e n \ ·e - s or (e) Governing taw . T ·s SAFE shall be governed by and coos:rued 111 accord..1nce 'if· tne la ws of rhe SI,'! � o f [STATE ), \ ii ovl cegard to its con'i o f 1115 plE"S ot t ntfl daroo April 6 , 2020. coosmi.. t as t!'le :t m.m - ii t. is SAFf so; ·he d::i e f r st w r tt ., oove I WITNESS W HERE OF he pa � have er_ u • COMPANY : S;6a - /J � · By: _ Title· Chief Exeet.1trv Officer INVESTOR :