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It’s hard to know what to make of Musk’s transformation of Twitter into X Corp. (When asked for comment, Twitter responded with a poop emoji, as is its recent custom.) Elon Musk, who owns Twitter as well as X Holdings Corp., has not yet revealed this merger to the public. But it appears to have been on his mind since he first plotted his purchase of the social media company. In April 2022, Musk registered X Holdings I, II, and III in Delaware, three separate companies designed to facilitate his purchase of Twitter. According to that deal, Twitter would merge with X Holdings II, but keep its name and general corporate structure while continuing to operate under Delaware law. X Holdings I, controlled by Musk, would then serve as the merged entity’s parent company, while X Holdings III would take on the $13 billion loan that a group of big banks provided Musk to help cover the $44 billion purchase. (According to Twitter’s demands in its litigation against Musk, X Holdings I would be intended “solely for the purpose of engaging in, and arranging financing for, the transactions.”)
Here’s where things get interesting. As the merger agreement stated, X Holdings II would cease to exist as a functioning entity after merging with Twitter. So the official structure after Musk’s takeover was: X Holdings I oversees Twitter Inc., while X Holdings III handles the cash. The Nevada filings show this exact arrangement is no longer in effect.
According to the Nevada secretary of state’s online business portal, Elon Musk registered two new businesses in the state on March 9: X Holdings Corp., and X Corp. Then, on March 15, Musk applied to merge those Nevada businesses with two of his existing companies: X Holdings I with X Holdings Corp., and Twitter Inc. with X Corp. In the latter’s case, the articles of the merger mandate that X Corp. fully acquire Twitter—meaning that, for all intents and purposes, “Twitter Inc.” no longer exists as a Delaware-based company. Now it’s part of X Corp., whose parent company is the $2 million X Holdings Corp. And that means X Holdings I no longer exists, either. Both X Holdings Corp. and X Corp. now fall under Nevada’s jurisdiction instead of Delaware’s. (It seems an anonymous SPAC-trader tracker first broke this news.)
The structural overhaul was acknowledged in the Loomer case about three weeks after X Corp. was registered in Carson City. So far, it doesn’t appear that the changeover has been noted in other legal documents, much less announced to the public. Currently, the company known as “Twitter Inc.” is involved in a host of litigation: against the entire country of India over censorship concerns, against vendors who claim Twitter is not paying them what they’re owed, and against former Twitter employees who claim Musk violated labor laws when he fired them en masse last fall. As far as we can tell, there are no updates in any of those cases regarding Twitter’s transformation into X Corp.
So why is X Corp. now a thing, and why is it established in Nevada? Some vintage Musk lore may provide insight here.
Elon Musk has long been attached to the letter X, even outside of his kids’ names. In 1999, he founded X.com, an online bank that soon merged with another company to become PayPal. The letter appeared in other business ventures over the years: SpaceX, Tesla’s Model X car, the three X Holdings corporations, and “Project X,” the official SEC-recognized name for the Twitter purchase’s $13 billion bank loan. After completing the Twitter takeover in October, Musk claimed this purchase would “accelerate” the creation of an “everything app” that would be named—you guessed it—after the letter X. Such a “super app,” Musk has stated, could resemble something like China’s WeChat, the combination messaging/social networking/payment app that boasts a billion users; Twitter’s functions would play an important role in this megasize app.
It’s also possible that X is meant to be more of an everything company than an everything app. In late 2020, YouTuber and longtime Tesla investor Dave Lee tweeted that Musk should “form a holding company called X” to serve as the “parent company of Tesla, SpaceX, Neuralink and Boring Company.” (Musk’s response: “Good idea.”) In that light, Musk’s choice of Nevada as home base for X Corp. takes on extra significance, considering the entrepreneur has established some of his largest ventures in the Silver State. In 2016, he opened a Tesla Gigafactory near Reno to produce electric vehicle batteries; earlier this year, he announced a $3.6 billion expansion of the facility in order to manufacture electric trucks. Nevada also hosts a few projects from Musk’s Boring Company, like the transit tunnel built under the Las Vegas Convention Center in 2021, and the still-in-development Vegas Loop. In 2020, when Musk threatened to move Tesla headquarters out of California in response to the state’s pandemic-shutdown measures, he proposed Nevada as a potential option before settling on Texas. With the new filing, Musk now operates at least three businesses in Nevada, one of which is now part of an overarching X company.
No matter which path he chooses, Musk’s X faces a difficult future. A now-tech-skeptical Congress would undoubtedly cast a close eye over an American version of WeChat, as would regulatory agencies like the Federal Trade Commission now taking a firmer stance against tech monopolies. And investors might not be happy if Musk tries to stuff each of his separate companies into X Holdings Corporation. For now, his Twitter is likely to garner only more scrutiny, making the big X he just put on it all the more fitting.
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Twitter Isn’t a Company Anymore
It’s been merged into a new entity called X Corp. Here’s what that could mean.
By Nitish Pahwa and Mark Joseph Stern
April 10, 2023 34:29 PM
In a court filing on Tuesday, April 4, Twitter Inc. quietly revealed a major development: It no longer exists. The company is currently being sued by right-wing provocateur Laura Loomer, who accused it of violating federal racketeering laws when it banned her account in 2019. Loomer has a Twitter account again, and her absurd lawsuit is bound to fail—but until it does, Twitter, as a defendant, must continue to submit corporate disclosure statements to the court. And so, in its most recent filing, the company provided notice that “Twitter, Inc. has been merged into X Corp. and no longer exists.” As the “successor in interest” to Twitter Inc.—that is, the survivor of the merger—X Corp. is now the defendant in Loomer’s suit. Its parent corporation is identified as X Holdings Corp.By Nitish Pahwa and Mark Joseph Stern
April 10, 2023 34:29 PM
It’s hard to know what to make of Musk’s transformation of Twitter into X Corp. (When asked for comment, Twitter responded with a poop emoji, as is its recent custom.) Elon Musk, who owns Twitter as well as X Holdings Corp., has not yet revealed this merger to the public. But it appears to have been on his mind since he first plotted his purchase of the social media company. In April 2022, Musk registered X Holdings I, II, and III in Delaware, three separate companies designed to facilitate his purchase of Twitter. According to that deal, Twitter would merge with X Holdings II, but keep its name and general corporate structure while continuing to operate under Delaware law. X Holdings I, controlled by Musk, would then serve as the merged entity’s parent company, while X Holdings III would take on the $13 billion loan that a group of big banks provided Musk to help cover the $44 billion purchase. (According to Twitter’s demands in its litigation against Musk, X Holdings I would be intended “solely for the purpose of engaging in, and arranging financing for, the transactions.”)
Here’s where things get interesting. As the merger agreement stated, X Holdings II would cease to exist as a functioning entity after merging with Twitter. So the official structure after Musk’s takeover was: X Holdings I oversees Twitter Inc., while X Holdings III handles the cash. The Nevada filings show this exact arrangement is no longer in effect.
According to the Nevada secretary of state’s online business portal, Elon Musk registered two new businesses in the state on March 9: X Holdings Corp., and X Corp. Then, on March 15, Musk applied to merge those Nevada businesses with two of his existing companies: X Holdings I with X Holdings Corp., and Twitter Inc. with X Corp. In the latter’s case, the articles of the merger mandate that X Corp. fully acquire Twitter—meaning that, for all intents and purposes, “Twitter Inc.” no longer exists as a Delaware-based company. Now it’s part of X Corp., whose parent company is the $2 million X Holdings Corp. And that means X Holdings I no longer exists, either. Both X Holdings Corp. and X Corp. now fall under Nevada’s jurisdiction instead of Delaware’s. (It seems an anonymous SPAC-trader tracker first broke this news.)
The structural overhaul was acknowledged in the Loomer case about three weeks after X Corp. was registered in Carson City. So far, it doesn’t appear that the changeover has been noted in other legal documents, much less announced to the public. Currently, the company known as “Twitter Inc.” is involved in a host of litigation: against the entire country of India over censorship concerns, against vendors who claim Twitter is not paying them what they’re owed, and against former Twitter employees who claim Musk violated labor laws when he fired them en masse last fall. As far as we can tell, there are no updates in any of those cases regarding Twitter’s transformation into X Corp.
So why is X Corp. now a thing, and why is it established in Nevada? Some vintage Musk lore may provide insight here.
Elon Musk has long been attached to the letter X, even outside of his kids’ names. In 1999, he founded X.com, an online bank that soon merged with another company to become PayPal. The letter appeared in other business ventures over the years: SpaceX, Tesla’s Model X car, the three X Holdings corporations, and “Project X,” the official SEC-recognized name for the Twitter purchase’s $13 billion bank loan. After completing the Twitter takeover in October, Musk claimed this purchase would “accelerate” the creation of an “everything app” that would be named—you guessed it—after the letter X. Such a “super app,” Musk has stated, could resemble something like China’s WeChat, the combination messaging/social networking/payment app that boasts a billion users; Twitter’s functions would play an important role in this megasize app.
It’s also possible that X is meant to be more of an everything company than an everything app. In late 2020, YouTuber and longtime Tesla investor Dave Lee tweeted that Musk should “form a holding company called X” to serve as the “parent company of Tesla, SpaceX, Neuralink and Boring Company.” (Musk’s response: “Good idea.”) In that light, Musk’s choice of Nevada as home base for X Corp. takes on extra significance, considering the entrepreneur has established some of his largest ventures in the Silver State. In 2016, he opened a Tesla Gigafactory near Reno to produce electric vehicle batteries; earlier this year, he announced a $3.6 billion expansion of the facility in order to manufacture electric trucks. Nevada also hosts a few projects from Musk’s Boring Company, like the transit tunnel built under the Las Vegas Convention Center in 2021, and the still-in-development Vegas Loop. In 2020, when Musk threatened to move Tesla headquarters out of California in response to the state’s pandemic-shutdown measures, he proposed Nevada as a potential option before settling on Texas. With the new filing, Musk now operates at least three businesses in Nevada, one of which is now part of an overarching X company.
No matter which path he chooses, Musk’s X faces a difficult future. A now-tech-skeptical Congress would undoubtedly cast a close eye over an American version of WeChat, as would regulatory agencies like the Federal Trade Commission now taking a firmer stance against tech monopolies. And investors might not be happy if Musk tries to stuff each of his separate companies into X Holdings Corporation. For now, his Twitter is likely to garner only more scrutiny, making the big X he just put on it all the more fitting.
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