In its letter, the SEC said the word “cannot” in the latter tweet “suggests that Mr. Musk and his affiliates are exercising a legal right under the terms of the merger agreement to suspend completion of the acquisition of Twitter or otherwise do not intend to complete the acquisition.” However, it notes, Musk’s regulatory filing related to the deal was not “amended to reflect the apparent material change” immediately following the tweet. The agency asked for an explanation as to why the filing was not updated, as well as “a clear statement as to Mr. Musk’s current plans or proposals with respect to the acquisition of Twitter.”
In a response to the agency dated June 7, Musk’s lawyer wrote that Musk “does not believe” that the tweet required an update to the filing.
“Despite Mr. Musk’s desire to obtain information to evaluate the potential spam and fake accounts, there was no material change to Mr. Musk’s plans and proposals regarding the proposed transaction at such time,” Musk’s response letter states.
