There's a lot here, and Musk is counting on the public not understanding what he's doing. The letter doesn't allege materiality about user counts. It alleges t

There's a lot here, and Musk is counting on the public not understanding what he's doing. The letter doesn't allege materiality about user counts. It alleges that Twitter's failure to provide certain information is a "material breach" (term of art) of the covenant for Twitter to provide information during the period between signing and closing. There's nothing about user counts at all in the agreement. Musk is hanging his hat on a tortured, 5-step argument: 1. Twitter represented in the Merger Agreement that their public filings with the SEC were materially accurate and not misleading. Standard enough, and no reason Twitter can't make this rep since if they filed false information with the SEC, the SEC would come down on them. 2. Musk alleges Twitter's disclosure about user counts in their public filings may have been wrong, so they might have filed false information with the SEC. (Why he didn't verify these public claims before signing the agreement is the smoking gun that this is all a pretext.) 3. He's purporting to request information from Twitter that would help him verify those allegedly false claims with the SEC. 4. Twitter is allegedly not providing this requested information. 5. That failure to provide information is a material breach. Musk could have negotiated for much better protections than he got, but he ended up signing a very seller-friendly agreement because he was so sanguine to do the deal. In my opinion, he's resorting to these contortions because he doesn't have any outs here.