This is correct. [This article][1] ([archive link][2]) goes through some of the contract law stuff, and they speak to this:
* The merger agreement contains a provision that allows Musk to walk away if Twitter’s securities filings are wrong — and this 5% number is in its securities filings — but only if the inaccuracy would have a "Material Adverse Effect" (MAE) on the company.
An MAE is apparently a high standard and courts [almost never find an MAE][2]
[1]: https://www.bloomberg.com/opinion/articles/2022-05-13/elon-m...
[3]: https://www.jonesday.com/en/insights/2018/10/delaware-chance...