His lawyers came up with a good plan. The contract says twitter must reasonably cooperate by providing data that Musk requests. All he has to do is keep requesting data until they say no, then twitter is in violation. The % of bots doesn't matter, doesn't have to be Materially Adverse. Just need to show that twitter isn't cooperating with reasonable requests.

If this becomes the case, Musk can use that as leverage to threaten to litigate if twitter doesn't accept a lower offer price.

My guess is he is trying to bluff them into changing the terms of the deal. In the current tech market, the price he is paying is suddenly not attractive at all, and will require a substantially higher stake of his Tesla shares. If he can get them to believe he will walk he might be able to renegotiate the price lower or get out altogether with paying only a $1b fee. I don’t think either of those things are likely but with $XXb on the line it’s worth a try to Musk?

You may be making a mistake. All evidence points to Tesla stock tanking, and him wanting out of the deal.

Musk is on the short end of this stick. The deal as I've seen is fairly air-tight. I also don't think he ever had any intention of buying Twitter, and let his lack of impulse control get the best of him. Very intelligent people do stupid things all the time.

The $1B breakup was for a narrow set of cases, outside of those he's on the hook for the whole amount. Every move now is just part of the negotiation for how much he's going to pay get out of the deal.

There's also a moral hazard here. If Musk is allowed to walk away with zero consequence, he was able to hold Twitter hostage for however many months where they could have potentially had other suitors. It writes the playbook for other large companies to do the same.

Maybe he simply smells that Twitter, like many companies, have been downplaying the problem of fake accounts for years and has enough clout to try and force the truth into the open. Maybe he wants a discount but maybe he just doesn't want to buy a company if the real number is 20% fake instead of 5%.

The fact that Twitter seem to have tried to stonewall him will just "prove" to him that he is right and he can afford to be stubborn enough to drag this out.

Occom's Razor says he's just saying what he thinks when asked questions, which given his behavior on Twitter is entirely normal.