by Sundance at The Conservative Treehouse
Elon Musk has notified Twitter and the SEC [SEE LETTER HERE] that he is exercising his “right to terminate the merger agreement and abandon the transaction contemplated” due to the social media company not providing transparent access to background data that would allow authentication of “monetized daily active users” (mDAUs).
It appears that Twitter Inc did not want to reveal how Jack’s Magic Coffee Shop was able to sustain operations, at an extremely high cost, without making money. That’s the essential source of the issue.
The social media company did not want anyone looking at the data stream inside the communication platform. Musk was not allowed to authenticate the number of real users and identify the number of ‘spam’ or ‘bot’ accounts within the platform.
From the SEC Letter: […] ” Specifically, in the Merger Agreement, Twitter represented that no documents that Twitter filed with the U.S. Securities and Exchange Commission since January 1, 2022, included any “untrue statement of a material fact” (Section 4.6(a)). Twitter has repeatedly made statements in such filings regarding the portion of its mDAUs that are false or spam, including statements that: “We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter,” and “After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.”
Mr. Musk relied on this representation in the Merger Agreement…
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