The Complaint alleges that the Defendant made materially false and/or misleading statements because they misrepresented and failed to disclose the following adverse facts pertaining to the Merger and the Company’s business, operational and financial results, which were known to Defendant or recklessly disregarded by him. Specifically, Defendant made false and/or misleading statements and/or failed to disclose that: (1) Musk was not entitled to due diligence under the Merger Agreement and had in fact waived due diligence; (2) Musk was well aware of the problem of bots and spam on Twitter’s platform and had vowed to eliminate the bots after the acquired Twitter; (3) there were no legally justifiable reasons for Musk to terminate the Merger; (4) Musk was issuing false statements and unjustified terminations of the Merger in order to drive Twitter’s stock price down so that Musk could attempt to negotiate a reduction in the Merger price; (5) there was no MAE; (6) Musk was trying to delay the Merger in the hope that the price of Tesla stock would rebound before he had to sell more of it to fund the Merger price; and (7) as a result, defendant’s public statements were materially false and misleading at all relevant times.