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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

Tesla has its answer to auto growth, it just has to bring it to the U.S.: analyst

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Credit: Tesla China

Tesla has its answer to grow its automotive sales over the next few years, TD Cowen analyst Itay Michaeli says, but it just has to bring it to the U.S.

On Thursday, Michaeli reiterated his $490 price target and the ‘Buy’ rating he already held on Tesla stock (NASDAQ: TSLA). However, its automotive division has struggled to show sequential growth over the past few years, mostly due to its focus on AI and Full Self-Driving. Tesla already axed two of its lower-volume vehicles with the Model S and Model X earlier this year.

However, Tesla does not need to engineer an entire new vehicle to trigger an upward tick in sales; it just has to bring it from China to the U.S., Michaeli said.

He is talking about the Model Y L, a slightly larger version of the all-electric crossover that is already available in China. U.S. customers have been pleading with CEO Elon Musk to bring it to the country since its launch in Asia last year, but he’s not convinced of it because of the advent of self-driving and its importance in this particular market.

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The problem is that Tesla owners have been requesting something larger that could fit a typical American family. The Model Y L is slightly larger than the standard Model Y, but some are concerned that it could still be too small to fit what most people might need.

Instead, they have asked for a full-size SUV from Tesla.

Tesla gives big hint that it will build Cyber SUV, smaller Cybertruck

Nevertheless, the Model Y L still presents a great opportunity for Tesla in the U.S., and Michaeli says that there is an additional sales opportunity of about 100,000 units, with demand potential falling somewhere between 60,000 and 135,000 units.

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TD Cowen’s note to investors also analyzed that Tesla’s growth could come from a stock perspective as well, positively impacting the stock price, as it has been widely reliant on vehicle sales, even though Tesla has truly phased itself away from that being an important metric.

Tesla stands to gain greatly from the introduction of the Model Y L in the U.S., but only if Elon Musk sees it as a viable fit for the market. Families may need to see Tesla bring something larger to the U.S., or they might be forced to buy from another automaker that offers something that fits is needs for more interior space to haul around the kids.

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Elon Musk

SpaceXAI just launched into your kitchen with their new app

SpaceXAI just powered its first consumer app and it predicts what you want to buy.

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SpaceXAI just made its first move into consumer AI, and it involves your grocery cart. On June 3, 2026, Gopuff and SpaceXAI announced the launch of Go, a Grok-powered shopping assistant built directly into the Gopuff app that predicts what you need before you even start searching for it.

Gopuff is an instant delivery platform that operates more than 400 micro-fulfillment centers across the U.S., delivering everyday essentials, snacks, drinks, and household items in as little as 15 minutes. It is not a restaurant delivery app or a marketplace. It owns its inventory, controls its warehouses, and handles its own logistics, which means it has built one of the most detailed consumer behavior datasets in retail over its 13-year history.

Go combines SpaceXAI’s advanced reasoning, voice, and image generation models with Gopuff’s dataset of hundreds of millions of orders and real-time cultural signals from X to prepare a suggested cart the moment a customer opens the app. It learns each shopper’s habits and automatically builds a personalized cart based on time of day, location, order history, and real-time indicators. Returning customers can check out with a single tap.


Rather than searching for specific items, users can describe a situation like a game-day party or the desire for a healthy breakfast and Go will assemble a cart automatically. It can also predict when shoppers are running low on items like coffee or paper towels and have them packed and delivered in under 15 minutes. Grok voice integration lets users talk to the app in plain conversational language and check out completely hands-free.

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Gopuff co-founder and co-CEO Yakir Gola said: “Today, we believe the greatest friction left in commerce is not delivery or instantaneous access to the essentials customers need. It’s the moment before: the thinking, the deciding, the remembering. We’re combining Gopuff’s demand intelligence with xAI’s frontier reasoning to create an everyday shopping experience that feels like a true extension of you.”

Why SpaceX just made a $60 billion bet on AI coding ahead of historic IPO

The timing carries context beyond the product launch. SpaceXAI was formed after SpaceX completed an all-stock merger with Elon Musk’s xAI earlier this year, folding one of the most advanced AI labs in the world into the same corporate structure as the company preparing what could be the largest IPO in history. SpaceXAI is dipping into consumer-focused AI just as it prepares for its public debut, and while Musk has openly discussed building an everything app, this launch uses Grok to power another company’s product rather than launching a standalone consumer platform. Every consumer-facing deployment of Grok ahead of the IPO roadshow adds tangible evidence that SpaceXAI is not just an infrastructure play but a direct competitor in the AI application layer where OpenAI and Google are already fighting for dominance.

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Elon Musk

SpaceX’s amended S-1 is sparking a major Tesla merger conversation

A single line in SpaceX’s amended S-1 just sent Tesla stock down 5% in one day.

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A single line buried in SpaceX’s amended S-1 filing is doing more to move Tesla’s stock price than anything Tesla itself has announced in months. The clause, disclosed as SpaceX prepares for what could be the largest IPO in Wall Street history, states that the company “may issue a significant amount of equity in connection with future transactions.” While this may be seen as boilerplate language in S-1 filings, the historical ties between SpaceX and Tesla, and with Elon Musk reportedly discussing a possible merger with close colleagues, investors are interpreting it as something closer to a signal.

The concern among institutional investors like Gary Black, managing director of The Future Fund, pointed directly to the amended filing on X, saying it “strongly suggests more SPCX equity will be issued,” which could potentially be used to acquire Tesla. He estimated such a deal could be 28% dilutive to Tesla shareholders since SpaceX would likely command a significantly higher valuation multiple. Black added that institutional investors he knows hate the idea of a combination because they prefer pure plays over conglomerates, which he said “nearly always gravitate to the lowest common multiple.”

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

The bull case runs the math differently. Tesla influencer and retail shareholder advocate AleXandra Merz pushed back on what she called a widespread misunderstanding of how merger-of-equals deals actually work. Rather than simply splitting the difference between two market caps, a merger exchange ratio is negotiated based on relative fair market values, meaning the lower valued company typically sees its stock reprice upward toward the deal value.

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Under her model, SpaceX enters at a $2.5 trillion valuation and Tesla at $1.6 trillion, producing a combined entity worth $4.1 trillion split evenly between both shareholder groups. That implies Tesla’s side of the deal would be valued at $2.05 trillion, a gain of roughly $450 billion from its current market cap. She cited Dow-DuPont and CBS-Viacom as historical examples of how markets reprice both companies toward the announced exchange ratio after a deal is unveiled.


The SpaceX S-1 amendments also revealed just how much financial infrastructure already binds the two companies together. As Teslarati has reported, SpaceX purchased $697 million in Tesla Megapacks, $131 million in Cybertrucks, and the two companies have shared supply chain resources, and semiconductor fabrication plans since well before any merger conversation became public. A retail poll by Tesla influencer Sawyer Merritt is finding that 36% of respondents do not plan to buy SpaceX shares at IPO and 15.3% saying their decision depends on the valuation.


Whether the merger happens or not, the amended filing is seemingly moving markets and sharpened a debate that is no longer theoretical. SpaceX is weeks away from trading publicly, and Tesla shareholders are now watching every word of every filing for clues about what Musk plans to do next.

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