(Musk letter) Twitter Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 to SCHEDULE 13D Under the Securities Exchange Act of 1934

Securities & Exchange Commission EDGAR ^ | July 8, 2022 | N/A

[DoodleBob]

mDAUs = Monetized Daily Active Users.

This is a masterful letter. For me, THIS is the killshot:

...Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings. Twitter’s true mDAU count is a key component of the company’s business, given that approximately 90% of its revenue comes from advertisements. For this reason, to the extent that Twitter has underrepresented the number of false or spam accounts on its platform, that may constitute a Company Material Adverse Effect under Section 7.2(b)(i) of the Merger Agreement. Mr. Musk is also examining the company’s recent financial performance and revised outlook, and is considering whether the company’s declining business prospects and financial outlook constitute a Company Material Adverse Effect giving Mr. Musk a separate and distinct basis for terminating the Merger Agreement.

If there is a SOX violation, Twitter's CEO and CFO and potentially the Board are in serious trouble.

In theory, Musk could walk away without paying a dime AND Twitter could go out of business.

[kjam22]

This country would be better without twitter

[lapsus calami]

 

 

Thinking Musk may have played those Twit cretins like a banjo.

 

 

[Made In The USA]

What I’d like to see:

Civil suit filed by Musk and/or Twitter, leading to discovery phase finding > 5% spam accounts.

A SEC crimal case against current Twitter executives signing off on the validity of financial statements.

Perp walk video of Twitter execs, ironically shown on Twitter.

[alancarp]

Wow. Advertisers are going to demand satisfaction... and/or they will leave in droves. People have gone to jail for a lot less.

[cdnerds]

Twitter going out of business is a pipe dream. LONG before that happened some rich lib would save it.

[spel_grammer_an_punct_polise]

Did Mr. Musk actually believe that communists would be truthful without trying to pull a shady, illegal, immoral, unethical, deal?

[Qiviut]

Conservative Treehouse take on this -
https://theconservativetreehouse.com/blog/2022/07/08/elon-musk-terminates-twitter-purchase-deal-citing-material-breach-of-agreement-by-company-refusing-to-provide-access-to-data/#more-235021

From link:

It was entirely possible to duplicate Jacks Coffee Shop, yet no one could duplicate the business model for the free coffee. Indeed, there was something very unique about Jack’s Coffee Shop. Thus, some underlying suspicions were raised:

The only way Twitter, with 217 million users, could exist as a viable platform is if they had access to tech systems of incredible scale and performance, and those systems were essentially free or very cheap. The only entity that could possibly provide that level of capacity and scale is the United States Government – combined with a bottomless bank account. A public-private partnership.

If my hunch is correct, Elon Musk is poised to expose the well-kept secret that most social media platforms are operating on U.S. government tech infrastructure and indirect subsidy. Let that sink in.

The U.S. technology system, the assembled massive system of connected databases and server networks, is the operating infrastructure that offsets the cost of Twitter to run their own servers and database. The backbone of Twitter is the United States government.

[Sequoyah101]

This is entertaining and brings back lots of memories.

He has them between a rock and a cliff. This is one of the reasons I was always verrry squeamish about opening data rooms for an offer to sell even just assets let alone the company. When we did I insisted on all manner of protections against disclosures and linkage to other parts of our business. I knew at the time the limitations were only the framework for litigation but at least there was a ladder rung to stand on if it came to that. I much preferred to negotiate purchases with partners in the property. Trying for more was not just greedy but also treacherous. Pigs get fat and hogs get slaughtered.

Too many times I have seen companies offer for sale with no buyers and trash the value of the company. It is a treacherous condition. We once saw a family or heirs attempt to sell properties and thus exposed the many environmental liabilities they had. It was a disaster for them. The old man who died knew where all the skeletons were buried and how to continue to operate giving the impression of prosperity. The kids thought they had a gold mine instead of understanding they just got the shaft and their greed buried the liability they exposed from their view. I relished walking away from that one. It was great karma.

SOX can and should strike terror in the minds of any company ossifer. It is the best reason I can think of NOT to be an ossifer of a company. D&O coverage isn’t even enough in some cases that you can join after it has gone too far.

I have thought that Musk has been doing this as a very expensive play thing never intending to purchase twitter but instead to draw them out and destroy them.

This is the only time Musk has pulled out in memory.

[SubMareener]

This makes perfect sense. We know that Facebook started as Navy/DARPA Project LifeLog (See https://decryptedmatrix.com/facebook-is-likely-just-the-darpa-lifelog-project-re-named/) the government would want a backup more focused on propaganda (remember Obama got it made legal for the government to do propaganda). Why build huge data centers to just store intercepted data from communications nodes. It makes much more sense to host the intelligence collecting and propaganda distributing services of the NSA’s servers, directly. That way the “algorithm” can identify “enemies of the state” much more easily.

[Qiviut]

This makes perfect sense.

+++++++++++++++++++++++++++++++++++++

I believe Elon is playing a much ‘longer’ (and more personally dangerous IMO) game than the vast majority of people give him credit for - the ultimate motive is not about buying Twitter .... and maybe I’m giving him more credit than he deserves even thinking this.

[PeterPrinciple]

I have thought that Musk has been doing this as a very expensive play thing never intending to purchase twitter but instead to draw them out and destroy them.

---

sometimes a man needs an interesting hobby............

[USS Alaska]

Twitter going out of business is a pipe dream. LONG before that happened some rich lib would save it.

It is true that rich libs jump in and save some media companies, they are usually in the tens of millions not in the 40 BILLION Dollar range.

Rich libs didn't get rich by giving away most {if not all of} their money.

If the number of bots on twatter is really in the 20%+ range, it is a house of cards, three card monte, smoke and mirrors, but not a real business.

Gates or Bezos could do it, but both are too sharp to jump on the Titanic after it hit the ice berg.

How about the current advertisers that are lining up lawyers to sue twatter for false business promises?

I never used it, so I don't care what happens to them, but I can't see a "white knight lib savior" jumping into this shit hole.

[PIF]

Denied. Next.

[Sequoyah101]

I agree, too many other opportunities and too hot to handle unless it could be bought at a fire sale.

I would say most rich don’t get rich by being stupid, some get that way by being exceedingly greedy in addition to whatever else they are.

[Sacajaweau]

you mean like bill gates........

[bankwalker]

they make their money when they buy ...

[ConservativeMind]

It is not a SOX violation.

I did SOX work for years. If they lied about what was in an account, that is a SOX violation.

[jdsteel]

Twitter stockholders should expect class action lawsuits against the company for misleading financial statements.

[DoodleBob]

I'm putting the SOX/corporate band back together.

I am not a SOX expert but I was involved in the sign-off process at one point in my life. It chiefly involved signing off that there were no KNOWN misstatements or control deficiency which could impact the accuracy of the financials. IF Twitter's GAAP revenue etc is faked AND knowingly so, then it'd trigger SOX (ConservativeMind can confirm).

As a small aside, I've heard CEOs "joke" that they and their CFO had a stiff drink before doing their SOX sign off. This is serious stuff.

If Twitter's books are GAAP-kosher, BUT they've knowingly misstated their mDAC/Monetized Daily Active Users which IS in their 10-K, that's not a SOX problem but it IS a separate and massive World of Pain. That's why I believe this sentence...

Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings.

...is the killshot. While I know the DOJ would look the other way, the SEC is a different breed of governmental workers.

And while I agree that libs may rescue libs, if ANY of what I'm saying is true, it'd be suicidal to try to save Twitter. Libs prefer that others die for their cause, and I don't see Antifa et al jumping on this grenade.