UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TWITTER, INC. | ||
| By: | /s/ Vijaya Gadde | |
| Vijaya Gadde Chief Legal Officer | ||
Date: July 11, 2022