There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer?

What is known—as an organization Twitter hasn’t always been forthright with the public regarding their practices (shadow banning, uneven application of rules regarding account suspensions). In some cases these may have been bad actors within the organization acting outside of the management’s knowledge, or even tuned algorithms towards certain topic preferences that have a more aggressive effect—but when discovered, the company does tends to deny and then quietly work to rectify the problem internally.

So did they lie about the bots? Who knows? Do they always tell the truth? Well, I think you could reasonably argue not quite.

> There's no evidence they lied. Why should we assume it, because Musk wants to back-out on his offer?

Why should we trust that they are being honest?

Because if you want to back out of a contract on the basis that someone lied, you need actual evidence that they lied, not just a lack of evidence that they were honest.

> SEC filings and they are a publicly traded company. If there is a cause of action, it already exists

There’s no reason to lie - the way it’s stated makes it clear that it is not, in fact, an estimate of the total number of bots on the platform. They never stated the number of bots on the platform and never claimed to. The stat they gave (percent of monetizable users - those who see ads) may be not what Musk was asking for, but there’s no reason to believe they lied about a percentage they defined in a very specific way - especially when, even with that definition, it had a disclaimer that it was only an estimate and could be higher.

So the argument wouldn’t be that they lied. It would be that the information they provided wasn’t useful to gauge the true scope of the “bot problem” on Twitter - at best it’d be misleading by omission, which is almost certainly not illegal given what publicly-traded companies do all the time. (Making truthful statements and being fully transparent with all facts of a business are clearly not the same thing.)

Part of the reason Twitter is so hesitant to put some number on bots is because we’d first have to agree on how to define it exactly and how to measure it objectively. If someone uses the API or third-party app or integration to interact with Twitter, how do you prove they’re not a bot? Twitter’s definition avoids that by focusing on people who can see ads on the website and if you’re actually visiting the website proper (or using an official app) you’re much less likely to be a bot to begin with.

But honestly, all this stuff is just a distraction anyway. The SEC statements were there for years and if he doubted it this could have come up during due diligence. He only is making a stink about it now because a) he wants to get out of the deal at the quoted price and b) he wants to embarrass Twitter in the process. In fact, it seems to me this whole thing from the get-go was an exercise in the hopes of uncovering evidence of something salacious regarding “censorship” and various posturing around it. There never appeared to be any realistic and serious plans to address the issues at hand, just to gesticulate wildly about it in front of the press. I think those truly concerned about the problems being discussed should have hoped for better from this whole thing.

Somewhat hilariously he agreed to a contract waiving due diligence. I suspect that his lawyers were drinking heavily after that one.