Musk has threatened to cancel the Twitter purchase because of an alleged lack of user data openness.

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Twitter released a letter it got from Elon Musk's legal team this morning in a new SEC filing, expressing dissatisfaction with the company's given information on the number of "spam and bogus accounts" on its site. This is the same worry that the internet mogul has expressed frequently since his deal to acquire the social media network was completed earlier this year.

According to the letter, Musk views Twitter's "latest offer to simply provide additional details regarding the company's own testing methodologies, whether through written materials or verbal explanations, [as] tantamount to refusing [his] data requests," which the SpaceX and Tesla CEO claims will help "facilitate his evaluation of spam and fake accounts on the company's platform."

According to the letter, more data (rather than just an explanation of how the present data was collected) on Twitter's non-human users — both natural and spam — is critical to closing the deal from a financial standpoint. "As Twitter's potential owner, Mr. Musk has a clear right to the requested data in order to prepare for the transfer of Twitter's company to his own and to aid his deal finance," the letter states.

Musk's legal team threatens to derail the purchase at the end of the brief communication (emphasis added by NSDC):
Mr. Musk believes Twitter is deliberately rejecting and undermining his information rights (and the company's associated responsibilities) under the merger agreement, based on the company's recent letters in particular. Mr. Musk reserves all rights arising from this evident substantial breach of Twitter's merger agreement duties, including the right not to finalise the acquisition and the right to cancel the merger agreement.

Fighting words, to be sure.

Musk has made a number of statements concerning how Twitter counts non-human users in the aftermath of his multiple endeavors to first influence the social network and then buy it outright. After Twitter's CEO, Parag Agrawal, authored a thread about how the firm tackles spam and bots, Musk went so far as to tweet excrement-themed emojis at him on the social media platform. 

Musk's shift from charging headlong into forcing Twitter to accept his bid, which valued the company at $54.20 per share, to attacking the company, its leadership, and data about non-human users was quick — and many speculated that it was indicative of his desire not to complete the deal at the agreed-upon price. The value of technology shares has plummeted since the merger was brought into existence, making the transaction look more costly as time passes.

Now we have a clear warning from Musk's staff that he will leave if he doesn't obtain additional details. We'll leave it to you to decide whether Musk's demands are reasonable. However, the circumstance poses an intriguing problem. If Twitter really wants to make Musk pay the agreed-upon sum, it may give in and release additional information. But, if it works, what's to stop Musk from shitposting about the information on Twitter? "Of course, I will comply with the constraints specified under Section 6.4, including by ensuring that anybody evaluating the data is bound by a non-disclosure agreement," he writes, but does anyone believe him?

If Twitter doesn't want to sell to Musk — remember, the firm used a poison-pill strategy to ward off his advances — it may simply stop sharing information, allowing its possible acquirer to try to back out of the transaction.

Investors are banking on the latter scenario, dumping shares of Twitter this morning, bringing the stock's value down by 5.6 percent as the markets prepared for the open.

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