Elon Musk Terminates Twitter Purchase Deal, Citing Material Breach of Agreement by Company Refusing to Provide Access to Data
Elon Musk has notified Twitter and the SEC [SEE LETTER HERE] that he is exercising his “right to terminate the merger agreement and abandon the transaction contemplated” due to the social media company not providing transparent access to background data that would allow authentication of “monetized daily active users” (mDAUs).
It appears that Twitter Inc did not want to reveal how Jack’s Magic Coffee Shop was able to sustain operations, at an extremely high cost, without making money. That’s the essential source of the issue.
The social media company did not want anyone looking at the data stream inside the communication platform. Musk was not allowed to authenticate the number of real users and identify the number of ‘spam’ or ‘bot’ accounts within the platform.
From the SEC Letter: […] ” Specifically, in the Merger Agreement, Twitter represented that no documents that Twitter filed with the U.S. Securities and Exchange Commission since January 1, 2022, included any “untrue statement of a material fact” (Section 4.6(a)). Twitter has repeatedly made statements in such filings regarding the portion of its mDAUs that are false or spam, including statements that: “We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter,” and “After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.”
Mr. Musk relied on this representation in the Merger Agreement (and Twitter’s numerous public statements regarding false and spam accounts in its publicly filed SEC documents) when agreeing to enter into the Merger Agreement. Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false.
Although Twitter has not yet provided complete information to Mr. Musk that would enable him to do a complete and comprehensive review of spam and fake accounts on Twitter’s platform, he has been able to partially and preliminarily analyze the accuracy of Twitter’s disclosure regarding its mDAU. While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading.
First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%.
Second, Twitter’s disclosure that it ceases to count fake or spam users in its mDAU when it determines that those users are fake appears to be false. Instead, we understand, based on Twitter’s representations during a June 30, 2022 call with us, that Twitter includes accounts that have been suspended—and thus are known to be fake or spam—in its quarterly mDAU count even when it is aware that the suspended accounts were included in mDAU for that quarter.
Last, Twitter has represented that it is “continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU…” But, Twitter’s process for calculating its mDAU, and the percentage of mDAU comprised of non-monetizable spam accounts, appears to be arbitrary and ad hoc. Disclosing that Twitter has a reasoned process for calculating mDAU when the opposite is true would be false and misleading. (more)
In April of this year the social media company Twitter said revenue for the first quarter totaled $1.2 billion (+16%). However, costs and expenses totaled $1.33 billion (+35%), resulting in an operating loss of $128 million (link). Another unsustainable financial result for a company that doesn’t make a dime in profit, yet it continues to operate.
The metaphorical Jack had a great idea, open a coffee shop where the beverages were free and use internal advertising as the income subsidy to operate the business. Crowds came for the free coffee, comfy couches, fellowship, conversation and enjoyment.
It didn’t matter where Jack got the coffee, how he paid for it, or didn’t, or what product advertising the customers would be exposed to while there. Few people thought about such things. Curiously, it didn’t matter what size the crowd was; in the backroom of Jack’s Coffee Shop, they were able to generate massive amounts of never-ending free coffee at extreme scales.
Over time, using the justification of parking lot capacity and township regulations, not everyone would be able to park and enter. Guards were placed at the entrance to pre-screen customers. A debate began.
Alternative coffee shops opened around town. It was entirely possible to duplicate Jacks Coffee Shop, yet no one could duplicate the business model for the free coffee. Indeed, there was something very unique about Jack’s Coffee Shop. Thus, some underlying suspicions were raised:
The only way Twitter, with 217 million users, could exist as a viable platform is if they had access to tech systems of incredible scale and performance, and those systems were essentially free or very cheap. The only entity that could possibly provide that level of capacity and scale is the United States Government – combined with a bottomless bank account. A public-private partnership.
If my hunch is correct, Elon Musk is poised to expose the well-kept secret that most social media platforms are operating on U.S. government tech infrastructure and indirect subsidy. Let that sink in.
The U.S. technology system, the assembled massive system of connected databases and server networks, is the operating infrastructure that offsets the cost of Twitter to run their own servers and database. The backbone of Twitter is the United States government.
FREE COFFEE:
♦ June 2013: […] “Cloud computing is one of the core components of the strategy to help the IC discover, access and share critical information in an era of seemingly infinite data.” … “A test scenario described by GAO in its June 2013 bid protest opinion suggests the CIA sought to compare how the solutions presented by IBM and Amazon Web Services (AWS) could crunch massive data sets, commonly referred to as big data.” … “Solutions had to provide a “hosting environment for applications which process vast amounts of information in parallel on large clusters (thousands of nodes) of commodity hardware” using a platform called MapReduce. Through MapReduce, clusters were provisioned for computation and segmentation. Test runs assumed clusters were large enough to process 100 terabytes of raw input data. AWS’ solution received superior marks from CIA procurement officials”… (MORE)
♦ November 2013: […] “Twitter closed its first day of trading on Nov. 7, 2013, at $44.90 a share. In the years since then, it briefly traded above $70, but more recently, it has struggled.”
Jack’s Magic Coffee Shot has been for sale, but there’s no viable business model in the private sector. No one has wanted to purchase Twitter – it is simply unsustainable; the data processing costs, specifically the server data processing demand for simultaneous active users, exceeds the capacity of the platform to generate revenue – until now….
And suddenly, the people who work in the backroom of Jack’s Magic Coffee Shop did not want Jack to sell.
Twitter is not making a decision to decline the generous offer by Elon Musk because of stewardship or fiduciary responsibility to shareholders. The financials of Twitter as a non-viable business model highlight the issue of money being irrelevant. Twitter does not and cannot make money. Growing Twitter only means growing an expense. Growing Twitter does not grow revenue enough to offset the increase in expense.
There is only one way for Twitter to exist as a viable entity, people are now starting to realize this.
What matters to the people behind Twitter, the people who are subsidizing the ability of Twitter to exist, is control over the global conversation.
Control of the conversation is priceless to the people who provide the backbone for Twitter.
Once people realize who is subsidizing Twitter, everything changes.
That’s the fight. (more)
♦ 2021, Public-Private Partnership – The modern Fourth Branch of Government is only possible because of a Public-Private partnership with the intelligence apparatus. You do not have to take my word for it, the partnership is so brazen they have made public admissions.
The biggest names in Big Tech announced in June their partnership with the Five Eyes intelligence network, ultimately controlled by the NSA, to: (1) monitor all activity in their platforms; (2) identify extremist content; (3) look for expressions of Domestic Violent Extremism (DVE); and then, (4) put the content details into a database where the Five Eyes intelligence agencies (U.K., U.S., Australia, Canada, New Zealand) can access it.
Facebook, Twitter, Google and Microsoft are all partnering with the intelligence apparatus. It might be difficult to fathom how openly they admit this, but they do. Look at this sentence in the press release (emphasis mine):
[…] “The Group will use lists from intelligence-sharing group Five Eyes adding URLs and PDFs from more groups, including the Proud Boys, the Three Percenters and neo-Nazis.”
Think about that sentence structure very carefully. They are “adding to” the preexisting list…. admitting the group (aka Big Tech) already have access to the the intelligence-sharing database… and also admitting there is a preexisting list created by the Five Eyes consortium.
Obviously, who and what is defined as “extremist content” will be determined by the Big Tech insiders themselves. This provides a gateway, another plausible deniability aspect, to cover the Intelligence Branch from any oversight.
When the Intelligence Branch within government wants to conduct surveillance and monitor American citizens, they run up against problems due to the Constitution of the United States. They get around those legal limitations by sub-contracting the intelligence gathering, the actual data-mining, and allowing outside parties (contractors) to have access to the central database.
The government cannot conduct electronic searches (4th amendment issue) without a warrant; however, private individuals can search and report back as long as they have access. What is being admitted is exactly that preexisting partnership. The difference is that Big Tech will flag the content from within their platforms, and now a secondary database filled with the extracted information will be provided openly for the Intelligence Branch to exploit.
The volume of metadata captured by the NSA has always been a problem because of the filters needed to make the targeting useful. There is a lot of noise in collecting all data that makes the parts you really want to identify more difficult to capture. This new admission puts a new massive filtration system in the metadata that circumvents any privacy protections for individuals.
Previously, the Intelligence Branch worked around the constitutional and unlawful search issue by using resources that were not in the United States. A domestic U.S. agency, working on behalf of the U.S. government, cannot listen on your calls without a warrant. However, if the U.S. agency sub-contracts to say a Canadian group, or foreign ally, the privacy invasion is no longer legally restricted by U.S. law.
What was announced in June 2021 is an alarming admission of a prior relationship along with open intent to define their domestic political opposition as extremists.
July 26, 2021, (Reuters) – A counterterrorism organization formed by some of the biggest U.S. tech companies including Facebook (FB.O) and Microsoft (MSFT.O) is significantly expanding the types of extremist content shared between firms in a key database, aiming to crack down on material from white supremacists and far-right militias, the group told Reuters.
Until now, the Global Internet Forum to Counter Terrorism’s (GIFCT) database has focused on videos and images from terrorist groups on a United Nations list and so has largely consisted of content from Islamist extremist organizations such as Islamic State, al Qaeda and the Taliban.
Over the next few months, the group will add attacker manifestos – often shared by sympathizers after white supremacist violence – and other publications and links flagged by U.N. initiative Tech Against Terrorism. It will use lists from intelligence-sharing group Five Eyes, adding URLs and PDFs from more groups, including the Proud Boys, the Three Percenters and neo-Nazis.
The firms, which include Twitter (TWTR.N) and Alphabet Inc’s (GOOGL.O) YouTube, share “hashes,” unique numerical representations of original pieces of content that have been removed from their services. Other platforms use these to identify the same content on their own sites in order to review or remove it. (read more)
The influence of the Intelligence Branch now reaches into our lives, our personal lives. In the decades before 9/11/01 the intelligence apparatus intersected with government, influenced government, and undoubtedly controlled many institutions with it. The legislative oversight function was weak and growing weaker, but it still existed and could have been used to keep the IC in check. However, after the events of 9/11/01, the short-sighted legislative reactions opened the door to allow the surveillance state to weaponize.
After the Patriot Act was triggered, not coincidentally only six weeks after 9/11, a slow and dangerous fuse was lit that ends with the intelligence apparatus being granted a massive amount of power. The problem with assembled power is always what happens when a Machiavellian network takes control over that power and begins the process to weaponize the tools for their own malicious benefit. That is exactly what the installation of Barack Obama was all about.
The Obama network took pre-assembled intelligence weapons we should never have allowed to be created, and turned those weapons into tools for his radical and fundamental change. The target was the essential fabric of our nation. Ultimately, this corrupt political process gave power to create the Fourth Branch of Government, the Intelligence Branch. From that perspective the fundamental change was successful.
…It’s all Connected Folks, SEE HERE
[…] “The vision was first outlined in the Intelligence Community Information Technology Enterprise plan championed by Director of National Intelligence James Clapper and IC Chief Information Officer Al Tarasiuk almost three years ago.” … “It is difficult to underestimate the cloud contract’s importance. In a recent public appearance, CIA Chief Information Officer Douglas Wolfe called it “one of the most important technology procurements in recent history,” with ramifications far outside the realm of technology.” (READ MORE)
One job…. “take the preexisting system and retool it so the weapons of government only targeted one side of the political continuum.”
Say cheers for subsidized data processing through the cloud. The only thing we ask in advance is for operational nodes to monitor and extract data that is within computing systems.
“Cheers”…
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