Elon Musk Probed by SEC on Twitter Acquisition Tweet

The May 17 tweet said the deal couldn't go ahead without Twitter providing information on spam and fake accounts.

Corinne Reichert Senior Editor

Corinne Reichert (she/her) grew up in Sydney, Australia and moved to California in 2019. She holds degrees in law and communications, and currently writes news, analysis and features for CNET across the topics of electric vehicles, broadband networks, mobile devices, big tech, artificial intelligence, home technology and entertainment. In her spare time, she watches soccer games and F1 races, and goes to Disneyland as often as possible.

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Corinne Reichert

July 14, 2022 1:48 p.m. PT

2 min read

GettyImages-1395371348 — Dimitrios Kambouris/Getty Images

The US Securities and Exchange Commission asked Elon Musk to clarify a tweet regarding his since-abandoned plan to acquire Twitter for $44 billion. The tweet in question is from May 17 and said the acquisition couldn't go ahead until the number of spam and fake accounts on the social media platform was disclosed.

In a letter dated June 7 but revealed earlier Thursday by CNBC, Musk attorney Mike Ringler responded to a request from the SEC's Office of Mergers and Acquisitions that Musk update his filing on the intended acquisition based on information in this tweet.

"We note that on May 17, 2022, Elon R. Musk referred to the pending acquisition of Twitter, Inc. and publicly stated via his Twitter feed that '[t]his deal cannot move forward'," the SEC said in its letter. "The term 'cannot' 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."

Ringler's response said Musk didn't believe the tweet required an amendment to his SEC filings, because "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."

Last week, Musk informed Twitter that he was ending the agreement to buy the social media company. The argument given by Musk, the CEO of Tesla and SpaceX, was that Twitter breached the acquisition agreement by not disclosing details about how it estimates the number of spam accounts on the platform.

Twitter sued Musk on Tuesday to force him to complete his $44 billion purchase of the social media platform.