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Elon Musk formally moves to terminate Twitter’s $44 billion acquisition

Credit: Kevin Krejci/Flickr CC BY 2.0

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In a recent filing with the U.S. Securities and Exchange Commission (SEC), Tesla CEO Elon Musk formally moved to terminate his acquisition attempt of social media platform Twitter. Musk and the Twitter board had agreed to a buyout at $54.20 per share, or $44 billion.

In a letter, Musk’s legal team stated that despite the Tesla CEO’s requests for critical data on the social media platform’s users, Twitter had been uncooperative. Skadden Arps attorney Mike Ringler wrote that “Twitter has not complied with its contractual obligations.”

Musk had demanded more data from Twitter after the social media company noted in an SEC filing that less than 5% of its users are fake accounts. Musk has noted that he believes Twitter’s estimates are grossly inaccurate.

“Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information,” the lawyer wrote.

“Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests,” Ringler added.

The lawyer added that while Twitter did eventually provide Musk with some information, the information was limited and came with strings attached.

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“While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers,” he wrote.

Ringler also noted that Twitter had breached its merger agreement with Musk because of “materially inaccurate representations.” This is reportedly based on Musk’s own preliminary review of spam accounts on Twitter. The social media company, for its part, has maintained that it’s not possible to calculate spam accounts from solely public information.

“While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading. Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction,” Ringler wrote.

In response to Musk’s filing, Twitter Board Chairman Bret Taylor has stated that Twitter is still committed to closing the deal with the Tesla CEO. Taylor also made it a point that Twitter is looking to close Musk’s acquisition at the agreed-upon price of $44 billion.

“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery,” Taylor wrote.

Musk’s filing can be viewed below.

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Elon Twitter Acquisition Termination by Simon Alvarez on Scribd

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Tesla and SpaceX merger talks hit a new stage, and one hurdle remains

Tesla and SpaceX merger talks are reportedly advancing, and a deal could arrive by December.

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Tesla and SpaceX are moving closer to a combination, with a deal announcement possible as soon as December, Bloomberg reported on Thursday, citing people familiar with the matter. The companies have also discussed a scenario in which the announcement slips into early 2027.

Boards and advisers on both sides are now working through the terms of the deal and the governance structure of the combined company, according to the report. One open item is how many SpaceX shares Tesla investors would receive. Bloomberg had previously reported that the two companies were aiming to announce a deal in the first half of next year and close it before the end of President Donald Trump’s term, so a December announcement would pull that schedule forward by months.

Tesla shares rose as much as 1.9% to $398.35 after the report, while SpaceX gained 0.6% to $140.63. SpaceX carries a market value of about $1.9 trillion following its June IPO, and Tesla is valued at about $1.55 trillion, which would make a combination the largest corporate deal on record. Neither company responded to requests for comment.

The talks became official on October 20, when Elon Musk said on SpaceX’s third quarter earnings call that both companies had formed special committees of independent directors to study a merger, as Teslarati reported. Musk said he could not take part because he is “a conflicted party” and called the process “an odd kabuki dance.” He also noted that Tesla would need approval from 50 percent of all outstanding shares, a bar the company missed in 2025 when a board declassification proposal won support from only 39.4 percent.

China remains the biggest structural problem. Bloomberg’s sources said the companies still need to work out how to isolate Tesla’s large and profitable manufacturing business in China from SpaceX’s U.S. government and defense contracts. JPMorgan analyst Rajat Gupta described those two factors last month as “key dynamics that are at odds with each other” for regulatory and shareholder approval. Musk has repeatedly said Tesla has no plans to separate its China business, a position he restated in August after ARK Invest predicted a merger announcement before the end of the year.

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Washington adds another layer. Democrats took control of Congress in this month’s midterms and have pledged to investigate Musk’s business and political activities, which could bring added scrutiny to a deal involving one of the Pentagon’s most important launch and satellite contractors.

The report also lands three weeks before Tesla’s December 3 annual meeting at Giga Texas. That ballot has only three items, led by the re-election of Musk, board chair Robyn Denholm and JB Straubel, and includes no merger proposal. Any deal announced in December would likely require a separate special meeting for Tesla shareholders to vote on it.

The two companies already share a growing list of projects, including the Terafab semiconductor plant in Texas. Tesla’s next generation Roadster, which uses cold gas thrusters built on SpaceX hardware, turned up on display at SpaceX headquarters last month and has become one of the clearest public examples of that overlap.

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SpaceX hid behind another name in the Arizona desert, and now it’s going big

SpaceX puts a $50 billion price on its Arizona supercompute campus ahead of December’s hearing.

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SpaceX has put a price tag on the supercomputer campus it wants to build in the southern Arizona desert. In a statement Thursday, the company said it is pursuing a roughly $50 billion supercompute campus in Cochise County, about 80 miles east of Tucson. Together with a separate facility planned at Starbase, Texas, the two projects add up to more than $74 billion in planned investment.

The Arizona figure had not been disclosed before. SpaceX’s involvement only became public on November 4, when company representatives hosted a packed town hall at Cochise Elementary School for an application filed under the name Tombstone Resources LLC. A SpaceX representative told residents the filing used another name because putting SpaceX on it “draws attention” from outside the county, local station KVOA reported.

The application describes a 747-acre site near the Willcox Playa with up to nine buildings of about 493,000 square feet each. SpaceX plans to bring the campus online in four phases of roughly 1.5 GW, reaching 6 GW at full build, backed by a 24 GWh battery system and about $3.6 billion in grid upgrades. At that size, it would draw about 2.5 times more power than every data center in Maricopa County combined, according to an Arizona Republic analysis.

SpaceX says the project will create about 5,500 construction jobs and 1,000 permanent jobs, and that it could cut electricity bills for members of the local cooperatives by up to 20 percent. The campus would use dry cooling with no industrial groundwater use. Its application estimates ongoing water needs of 7 to 10 acre-feet a year, roughly what 20 to 30 homes consume.

Power is the bigger question. The site sits next to the Apache Generating Station, a coal and natural gas plant with about 1 GW of capacity that had been slated to retire by 2028. SpaceX told residents its investment could expand the station to more than 6 GW.

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Local opposition is organized. A petition asking the county to deny the permit has gathered about 2,400 signatures, and the nearby playa is a landing spot for federally protected sandhill cranes, which SpaceX says its design accounts for. The Cochise County Planning and Zoning Commission will hold a public hearing on December 9 in Bisbee, with written comments due November 27. If approved, construction could start in March 2027.

The Texas project faces a vote the same day. The Starbase City Commission will consider a property tax abatement for SpaceX’s $24 billion gas plant and supercompute facility at its own December 9 hearing, as Teslarati reported. SpaceX said Thursday the Starbase site has already generated more than 3,000 construction jobs, and it committed $220 million to Brownsville’s water and wastewater systems, $40 million of which has been paid.

Both campuses would expand a footprint still centered on the Memphis area, where SpaceX’s Colossus data centers run largely on gas turbines and the company won a permit for a power plant in Southaven, Mississippi earlier this year. SpaceX ended the third quarter with 1.7 GW of nameplate compute. The Arizona campus alone, at full build, would be more than three times that size.

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Nvidia’s board meets on Jensen Huang, and Elon Musk already has an answer

Elon Musk says it would be an honor to hire Jensen Huang amid Nvidia turmoil.

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Elon Musk says he would welcome Jensen Huang at one of his companies if Nvidia’s board decides to push out its longtime chief executive.

On Wednesday evening, the financial account ZeroHedge posted “Elon please hire Jensen” on X. Musk replied roughly two hours later: “That would be an honor.” Neither Huang nor Nvidia had responded publicly as of Wednesday night.

Musk’s reply came as Nvidia’s board met to decide Huang’s future. The Wall Street Journal reported that directors were preparing to oust him following reports of two extramarital relationships. One involves Alice Huang, a Singapore-based businesswoman whom U.S. intelligence officials reportedly believe was working for China’s Ministry of State Security. The New York Times separately reported a relationship with Kimberly Powell, Nvidia’s vice president of health care. Huang acknowledged being unfaithful in a memo to employees on Sunday but gave no details.


Under Nvidia’s bylaws, a majority of its 11 directors can remove the CEO with or without cause. Bloomberg reported that the board has been working with an outside firm on possible replacements and may name an interim chief, with CFO Colette Kress seen as the likely pick. Nvidia shares fell more than 8 percent in extended trading, according to CNBC, and the company is scheduled to report quarterly earnings on November 17.

Musk has more riding on Nvidia’s leadership than most tech executives. In August, he told investors on SpaceX’s first earnings call as a public company that it would build its AI infrastructure exclusively on Nvidia hardware, calling Vera Rubin “the best architecture.” SpaceX is also working with Nvidia on the compute payload for Starmind, its planned orbital AI constellation. In October, SpaceX said it had a binding commitment for a roughly $40 billion lease of Vera Rubin GPUs and related equipment, with the leases expected to begin in the first half of 2027.

The scale of that dependence is already enormous. On its Q3 call, SpaceX said it was bringing roughly 200,000 to 220,000 Nvidia GB300 GPUs online each month and expects 2.5 to 3 GW of nameplate compute by the end of the year. That buildout is now reaching new sites like the proposed $24 billion power plant and supercomputer campus at Starbase.

The relationship between the two executives also goes back nearly a decade. Huang has often told the story of personally delivering Nvidia’s first DGX-1 AI supercomputer to Musk in 2016, when no other customer wanted one. “Nobody wanted to be part of it, except for Elon,” Huang said on the Joe Rogan Experience last December.

Musk did not say what role Huang might fill, and his reply stops short of a formal offer. Huang co-founded Nvidia in 1993 and still owns about 3.6 percent of its stock, so any move to a Musk company would depend on whether, and how, he leaves the chipmaker he has run for more than three decades.

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