Item 8.01 Other Events.
As previously disclosed, on April 25, 2022, Twitter, Inc. ("Twitter") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with X Holdings I,
Inc. ("Parent"), X Holdings II, Inc., a wholly owned subsidiary of Parent
("Acquisition Sub"), and, solely for the purpose of certain provisions of the
Merger Agreement, Elon R. Musk. The Merger Agreement provides that, subject to
the terms and conditions set forth in the Merger Agreement, Acquisition Sub will
merge with and into Twitter (the "Merger"), with Twitter surviving the Merger
and becoming a wholly owned subsidiary of Parent. Parent is wholly owned by Mr.
Musk.
On July 8, 2022, Twitter received a notice of purported termination of the
Merger Agreement (the "Notice"). Also on July 8, 2022, Twitter issued a press
release concerning the Notice. A copy of the press release is attached as
Exhibit 99.1 and is incorporated by reference.
On July 10, 2022, representatives of Twitter sent representatives of Mr. Musk a
letter regarding the Notice. A copy of the letter is attached as Exhibit 99.2
and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by Twitter, Inc., dated July 8, 2022.
99.2 Letter, dated July 10, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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