In Newly Disclosed Letter, SEC Presses For Answers From Elon Musk On Twitter 13D Disclosures

At this point, it may be a race between Twitter, the Delaware Chancery Court and the SEC to be the first to bring Elon Musk down. At least, that seems to be the tone the SEC’s Office of Mergers & Acquisitions is taking with Elon Musk. 

In a newly disclosed letter from the Securities and Exchange Commission about Musk’s purchase of Twitter shares leading up to his buyout offer, the regulator had to re-ask several questions to Musk and his counsel.

“We issued comments to your legal counsel, copied below, on the above captioned filing by telephone on May 18, 2022. As of the date of this letter, we have not received a response. These comments remain outstanding and unresolved,” the SEC wrote to Musk on June 2, 2022.

The letter continued: “Accordingly, we are re-issuing our comments below. We expect you to provide a complete, substantive response to these comments in a written letter filed on EDGAR. After reviewing your response to these comments, we may have additional comments.”

“If you do not respond,” the SEC warns, “we will, consistent with our obligations under the federal securities laws, decide how we will seek to resolve material outstanding comments and complete our review of your filing and your disclosure.”

The letter continues: “Among other things, we may decide to release publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating to the review of your filing, consistent with the staff’s decision to publicly release comment and response letters relating to disclosure filings it has reviewed.”

The letter then goes on to ask questions about Musk’s 13D on Twitter, probing about the purpose of transaction and Musk’s Tweets leading up to the transaction.

The SEC asks for analysis and a written response of two questions. 

“Please be advised that you remain responsible for the accuracy and adequacy of the disclosures in your beneficial ownership statements irrespective of our review of any of your filings,” the letter concludes.