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Elon Musk fires warning shot at Twitter over bots issue: “This is a clear material breach”

(Credit: Saturday Night Live/Twitter)

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Tesla CEO Elon Musk has fired a warning shot at Twitter over his concerns about the social media company’s spam and fake accounts. Musk’s concerns were outlined in a letter to the company on Monday.

The letter, which was included in an amended securities filing, featured several concerns that Musk had about the Twitter deal. As per the letter, Musk believes that Twitter is “actively resisting and thwarting his information rights” by refusing to disclose the specifics of its data on spam and fake accounts.

While Musk and Twitter had already agreed on a $44 billion buyout, Musk noted that he is putting the deal “temporarily on hold” amidst the social media company’s claims that less than 5% of its users are fake or spam accounts. Musk believes that the number is far larger, and he has since demanded clearer data pertaining to Twitter’s own estimates.

“It really depends on a lot of factors here. I’m still waiting for some sort of logical explanation for the number or sort of fake or spam accounts on Twitter. And Twitter is refusing to tell us. This seems like a strange thing. Like if you said, ‘Okay, I’m going to agree to buy your house’. You say the house has less than 5% termites. That’s an acceptable number. But if it turns out it the right per cent is 90% termites, that’s not okay,” Musk previously said at the All-In Summit.

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The letter also noted that Twitter is in a “clear material breach” of its obligations by refusing to provide clear data about the Tesla CEO’s concerns. Musk’s lawyers further noted in the letter that Twitter’s refusal to accommodate Musk’s requests so far is causing further suspicion that information is being withheld.

Following is the letter sent by Musk’s legal team:

“We are in receipt of correspondence sent on Twitter’s behalf dated June 1, 2022, responding to Mr. Musk’s request for the data and information described in my letters dated May 25, 2022 and May 31, 2022.

“Mr. Musk does not agree with the characterizations in Twitter’s June 1 letter. Twitter has, in fact, refused to provide the information that Mr. Musk has repeatedly requested since May 9, 2022 to facilitate his evaluation of spam and fake accounts on the company’s platform. Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr. Musk’s data requests.

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“Twitter’s effort to characterize it otherwise is merely an attempt to obfuscate and confuse the issue. Mr. Musk has made it clear that he does not believe the company’s lax testing methodologies are adequate so he must conduct his own analysis. The data he has requested is necessary to do so.

“As noted, under various terms of the merger agreement, Twitter is required to provide data and information that Mr. Musk requests in connection with the consummation of the transaction. Twitter’s obligations to provide Mr. Musk with information is not, as the company’s June 1 letter suggests, limited to a “very specific purpose: facilitating the closing of the transaction.” To the contrary, Mr. Musk is entitled to seek, and Twitter is obligated to provide, information and data for, inter alia, “any reasonable business purpose related to the consummation of the transaction” (Section 6.4).

“Twitter must also provide reasonable cooperation in connection with Mr. Musk’s efforts to secure the debt financing necessary to consummate the transaction, including by providing information “reasonably requested” by Mr. Musk (Section 6.11). Mr. Musk’s requests for user data not only satisfies both criteria, but also meets even Twitter’s narrowed interpretation of the merger agreement, as this information is necessary to facilitate the closing of the transaction.

“As Twitter’s prospective owner, Mr. Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing. To do both, he must have a complete and accurate understanding of the very core of Twitter’s business model—its active user base. In any event, Mr. Musk is not required to explain his rationale for requesting the data, nor submit to the new conditions the company has attempted to impose on his contractual right to the requested data.

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“At this point, Mr. Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Mr. Musk’s own analysis of that data will uncover.

“If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company’s reluctance to allow Mr. Musk to independently evaluate those estimates. As noted in our previous correspondence, Mr. Musk will of course comply with the restrictions provided under Section 6.4, including by ensuring that anyone reviewing the data is bound by a non-disclosure agreement, and Mr. Musk will not retain or otherwise use any competitively sensitive information if the transaction is not consummated.

“Based on Twitter’s behavior to date, and the company’s latest correspondence in particular, Mr. Musk believes the company is actively resisting and thwarting his information rights (and the company’s corresponding obligations) under the merger agreement. This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement.”

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

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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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Investor's Corner

SpaceX makes $20 billion move to optimize its balance sheet

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Credit: SpaceX

SpaceX announced today that it commenced its first-ever public bond offering, marking a significant step in the newly public company’s capital markets strategy.

The company announced an offering of senior unsecured notes expected to raise at least $20 billion.

The move comes just a short time after SpaceX completed one of the largest initial public offerings in history. In mid-June, the company priced shares at $135 and raised more than $85 billion, propelling founder Elon Musk’s net worth past the trillion-dollar mark and giving the firm substantial liquidity.

According to the company’s SEC filing, the net proceeds from the notes will be used primarily to repay in full the outstanding borrowings under its existing bridge loan facility, cover related fees and expenses, and fund general corporate purposes. The offering is being conducted under Rule 144A, as well as Regulation S, targeting qualified institutional buyers and non-U.S. investors. Notes will be unsecured obligations ranking equally with other unsubordinated debt.

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The $20 billion bridge loan was used to refinance approximately $17.5 billion in higher-cost “junk” debt tied to X and xAI. SpaceX had merged with xAI in February 2026 in an all-stock deal. The bridge facility, which matures in September 2027, had represented the bulk of SpaceX’s long-term debt.

SpaceX officially acquires xAI, merging rockets with AI expertise

In connection with the bond launch, SpaceX disclosed it held approximately $100.8 billion in cash and cash equivalents as of June 19. Investor calls began on the announcement date, with pricing and launch expected shortly thereafter. Rating agencies have assigned investment-grade ratings to the proposed bonds, reflecting confidence in SpaceX’s dominant position in commercial launches and the growth trajectory of its Starlink internet offering.

The debt raise also allows SpaceX to optimize its balance sheet by replacing short-term, higher-cost bridge financing with longer-date, lower-cost fixed-income securities. This provides greater financial flexibility to support capital-intensive initiatives, including the development of Starship, the expansion of the Starlink constellation, and the integration of AI capabilities following the xAI combination.

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SpaceX shares (NASDAQ: SPCX) fell sharply on the news, dropping over 16 percent overall on the market on Monday. The stock had surged initially after debuting but pulled back amid profit-taking and broader market dynamics.

Overall, the bond offering underscores SpaceX’s transition to a mature public company with access to diverse funding sources. It positions the firm to pursue its long-term vision of multiplanetary expansion and AI infrastructure, while maintaining a disciplined approach to its capital structure in a high-growth but capital-heavy industry.

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Investor's Corner

SpaceX is launching a secret spacecraft that could change how things are made in space

SpaceX’s secret disk-shaped Starfall capsule is targeting a market no reentry vehicle has cracked.

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SpaceX is targeting Tuesday, June 23 for the first flight of Starfall, a reentry capsule the company has developed almost entirely in private. The Falcon 9 launch window opens at 6:43 a.m. ET from Space Launch Complex 40 at Cape Canaveral Space Force Station, with a backup window available the same time on June 24. SpaceX has made no public announcement about the vehicle, only providing launch details. Everything known about it has come through FAA and FCC regulatory filings.

What makes Starfall different starts with its shape. Rather than the traditional cone used by Dragon and every other cargo return capsule in operation, Starfall is a flat disk that measures roughly  10.2 feet (3.1 meters) wide and just 2.5 feet (0.75 meters) tall, and weighing 4,630 pounds (2,100 kg) and capable of returning up to 2,200 pounds (1,000 kilograms) of payload from orbit. The disk geometry maximizes structural efficiency and payload volume relative to mass, and the heat shield mechanically jettisons just before splashdown, allowing recovery teams to retrieve both the capsule and the shield separately from the Pacific Ocean.

The difference with Starfall from existing competitors, such as Varda Space Industries, which has largely built the orbital manufacturing market and returns heavy payloads per flight is that Starfall’s specification is roughly 30 times more per mission, and is designed to be mass-produced and launched on either Falcon 9 or Starship. That combination of volume and launch access is something no standalone startup can replicate, and it puts SpaceX in direct competition with the companies that currently pay it to reach orbit.

SpaceX to launch military missile tracking satellites through new Space Force contract

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The intended market is orbital manufacturing: pharmaceuticals, protein crystals, semiconductors, and advanced optical fiber that physically cannot be produced in the presence of gravity. FAA documents describe Starfall’s long-term purpose as building a “self-sustaining commercial in-space manufacturing market” and as a potential successor to the industrial capabilities of the International Space Station, which is set to retire in the late 2020s. Military rapid global cargo delivery is a parallel application under active discussion with the Pentagon.

The reason some industries seek manufacturing in space comes down to gravity. On Earth, gravity causes materials to settle, separate, and deform during production. In microgravity, those constraints disappear.

SpaceX’s already controls launch access, which means it currently functions as the landlord for every competitor in the orbital manufacturing return space. Starfall converts that landlord position into vertical ownership, and it would no longer just carry other companies’ capsules to orbit, but rather operate the capsule, own the return logistics, and capture the service revenue directly. Viewed alongside Starlink, Colossus, and the xAI merger, Starfall fits a consistent pattern: SpaceX identifying infrastructure layers that others depend on and moving to own them outright. Orbital manufacturing return is the next layer on that list.

If Tuesday’s reentry, parachute sequence, and recovery demonstration goes as planned, the second FAA-approved test flight follows. A successful pair of demos would position SpaceX to begin offering Starfall as a commercial service, likely first to pharmaceutical and materials science customers before scaling toward the military and broader manufacturing segments.

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Elon Musk

Elon Musk just upped his Tesla stake further fueling SpaceX merger conversation

Elon Musk just collected a $116 billion Tesla payday and the timing is eye-opening

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Elon Musk quietly collected one of the largest single-transaction paydays in corporate history on Monday. A Form 4 filed with the SEC on June 17, 2026 disclosed that Musk exercised 303,960,630 Tesla stock options from his 2018 compensation package, with the transaction dated June 16. No shares were sold on the open market.

The numbers are straightforward but striking. Musk exercised the options at a split-adjusted strike price of $23.34, with Tesla closing at $404.66 that day, putting the spread at $381.32 per share and generating roughly $115.9 billion in paper gains in a single transaction. To cover the exercise cost, Tesla withheld 17,531,857 shares through a net share settlement, meaning Musk paid nothing out of pocket.

For perspective, in 2018, Elon Musk’s award was originally approved by Tesla shareholders on March 21, 2018, and structured entirely around performance milestones that many analysts at the time called unreachable. Every tranche eventually vested. The original grant covered 20,264,042 shares at $350.02, which after Tesla’s 5-for-1 split in 2020 and 3-for-1 split in 2022 adjusted to 303,960,630 shares at $23.34. A Delaware court rescinded the award in January 2024, ruling the board was conflicted. As Teslarati reported, Tesla shareholders voted to ratify the package anyway in June 2024 by a wide margin. The Delaware Supreme Court reversed the decision in December 2025, finding full cancellation too extreme, and Tesla’s board signed an Implementation Agreement on April 21, 2026 to formally deliver the shares.

The Tesla and SpaceX merger everyone is talking about is quietly building

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The timing and structure of the Form 4 filing carries more weight than a routine stock option exercise typically would. Musk exercised his 2018 Tesla award on June 16, a week into SpaceX completing its IPO and trading publicly, and giving SpaceX a public market valuation and share currency for the first time in the company’s history. A stock-for-stock merger between two companies requires the acquiring entity to have tradeable shares it can offer to the target’s shareholders, and SpaceX now has exactly that. At the same time, Musk just increased his direct Tesla voting power to approximately 20%, giving him greater influence over any shareholder vote that a merger would require. The restricted shares he received cannot be sold until 2033, which removes any near-term incentive to cash out and instead positions this stake as long-term structural collateral in a deal. Additionally, Musk’s two companies are already deeply intertwined through shared semiconductor fabrication at their joint TERAFAB facility in Austin, cross-company supply chain transactions, and Tesla’s $2 billion investment in xAI prior to the SpaceX-xAI merger.

Wedbush analyst Dan Ives has publicly placed the odds of a Tesla and SpaceX combination at 80% to 90% by early 2027. The Implementation Agreement that made Monday’s exercise possible was signed on April 21, 2026, roughly two months before the SpaceX IPO closed. That sequencing, building Musk’s Tesla ownership to its highest point ever immediately before SpaceX gains the public currency needed to acquire it, is either an extraordinary coincidence or a carefully staged foundation for the largest corporate merger in history.

Elon Musk’s TERAFAB project: Everything you need to know

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