That was nice, thanks
Joke
Download for Elon Musk letter to twitter
https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm
Part of the Musk letter, its damning
As Twitter has been on notice of its breach since at least June 6, 2022, any cure period afforded to Twitter under the Merger Agreement has now lapsed. Accordingly, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof.
In addition to the foregoing, Twitter is in breach of the Merger Agreement because theMerger Agreement appears to contain materially inaccurate representations. 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 (and Twitter’s numerous public statements regarding false and spam accounts in its publicly filed SEC documents) when agreeing to enter into the Merger Agreement. Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false.
Although Twitter has not yet provided complete information to Mr. Musk that would enable him to do a complete and comprehensive review of spam and fake accounts on Twitter’s platform, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading,it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%. Second, Twitter’s disclosure that it ceases to count fake or spam users in its mDAU when it determines that those users are fake appears to be false. Instead, we understand, based on Twitter’s representations during a June 30, 2022 call with us, that Twitter includes accounts that have been suspended—and thus are known to be fake or spam—in its quarterly mDAU count even when it is aware that the suspended accounts were included in mDAU for that quarter.…” But, Twitter’s process for calculating its mDAU, and the percentage of mDAU comprised of non-monetizable spam accounts, appears to be arbitrary and ad hoc. Disclosing that Twitter has a reasoned process for calculating mDAU when the opposite is true would be false and misleading.
Twitter’s representation in the Merger Agreement regarding the accuracy of its SEC disclosures relating to false and spam accounts may have also caused, or is reasonably likely to result in, a Company Material Adverse Effect, which may form an additional basis for terminating 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.
Finally, Twitter also did not comply with its obligations under Section 6.1 of the Merger Agreementto seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and “preserve substantially intact the material components of its current business organization.”
Twitter’s conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Moreover, three executives have resigned from Twitter since the Merger Agreement was signed: the Head of Data Science, the Vice President of Twitter Service, and a Vice President of Product Management for Health, Conversation, and Growth. The Company has not received Parent’s consent for changes in the conduct of its business, including for the specific changes listed above. The Company’s actions therefore constitute a material breach of Section 6.1 of the Merger Agreement.
His security didnt pull him away, why didnt they jump On top of him and do anything to get him away?His security let him be shot, if he indeed was shot. This set up is too weird and they only grab him after the deed was don,
I’ve never signed up on Twitter, I’ve always been able to view and copy things from the site without subscribing. So I have no idea how to delete your profile.
I bet they will beg you to stay, give you some kind of freebie. Report back what happens
BTW FB makes it almost impossible to delete your profile, but I still have an existing very old profile but cant get back in without providing more private info. So I’ll have a ghosted account forever, even after I’m dead. Thats how they can report they have 2 billion subscribers, I’d guess there are 100s of 1000’s or a lot more that are gone or will never use the site again.
Good luck
It will, Musk’s letter is exposing serious violations of law. I dont Elon ever thought it could be fixed. Hevsaud his preference would be to start a social media from scratch. Based on the sheer corruption of the company, I dont think it could ever been saved, the majority of employees are perves, hate America, communists, socialists, soibous to create only a feeling based narcissistic world; they don’t believe in the founding fathers principals of freedom or in the bill of rights. It was to set up new rules of social interaction based on feelings, and everyone bending to the rules of 1984.
I wouldn’t be surprised if all of these companies were set up to implement all of 1984 in the psyche of mankind. And make everyone slaves to the state
The only people that I have not gotten along with me or liked me, are gay guys (mostly guys very few women) that are pilitically correct and shun joking. Not all gays, because I have a lot of gay clients.
These people are the activiststhat want everyone to behave like they want you to act, like their uptight asses are.
Generally that is true 97% of the time, imo