Pre-IPO Shares in SpaceX and Klarna, Hidden Markups and Fund Loans: Adit Ventures CEO Settles SEC Fraud Case

Published Oct. 12, 2026. Case statuses are current as of that date. This article is based only on documents published by the U.S. Securities and Exchange Commission.

Pre-IPO shares of famous private companies are among the most sought-after investments in finance, and among the hardest for outsiders to price. According to the Securities and Exchange Commission, a New York fund adviser used that opacity to mark up shares, charge unauthorized fees and borrow from its own clients.

On Aug. 10, 2026, the SEC charged New York-based investment adviser Adit Ventures Management LLC, its CEO Eric Munson, and three affiliated general partners, Adit Ventures LLC, Adit Ventures II LLC and Adit Ventures III LLC, with defrauding investors and client funds in connection with investments in pre-IPO shares such as SpaceX and Klarna [1][2]. (SpaceX and Klarna are not accused of wrongdoing.)

Important: The defendants agreed to settle without admitting the allegations. The money amounts have not yet been set, and the judgment is subject to court approval [1].

What the SEC alleges

The complaint covers at least April 2019 through December 2024 [2].

False claims to win investments. The SEC alleges Munson secured more than $15 million from one investor by falsely claiming an investment vehicle he controlled already owned shares of a certain pre-IPO company when it didn't hold any. In another instance, the complaint says, he persuaded an investor to put $5 million into a fund by falsely saying he would personally invest $5 million too [2].

Using client money. Investors were told to contribute capital immediately so the funds could seize near-term opportunities. The SEC alleges the defendants instead used that capital for their own purposes and for other funds, sometimes by taking money directly and sometimes through unsecured loans from funds on favorable terms. The loans were generally not authorized by fund agreements and rarely disclosed, the SEC says [1][2].

Markups. According to the complaint, a general partner would buy pre-IPO shares, sometimes with money borrowed from a client fund, and then have a client fund buy them at a higher price, with the defendants keeping the difference. The SEC alleges the defendants inflated the reported "Original Purchase Price" to hide the markup [2].

Unauthorized fees and pledged assets. The SEC alleges the defendants charged millions in unauthorized "acquisition fees," sometimes even after promising in side letters not to, and improperly pledged client assets as collateral for a $10 million line of credit, part of which paid the defendants' own obligations [1][2].

The SEC also alleges Adit Ventures Management failed to register as an investment adviser [1].

The settlement

Without admitting the allegations, the defendants consented to a judgment, subject to court approval, under which they would be permanently enjoined from violating the charged antifraud provisions of the Securities Act, Exchange Act and Advisers Act. The court will decide disgorgement, prejudgment interest and civil penalties later on the SEC's motion. Munson also agreed to a forthcoming associational bar, with the right to apply for reentry after three years [1].

The case is SEC v. Eric L. Munson, et al., No. 26-cv-06800, U.S. District Court for the Southern District of New York. The release does not mention a parallel criminal case [1].

Why pre-IPO funds carry special risks

When you buy into a fund that holds pre-IPO stock, you're usually buying through layers: a fund, a special-purpose vehicle, sometimes another vehicle under that. Each layer can add fees, and the price paid at each step may not be visible to you. Ask for the actual price paid for the shares, who sold them to the fund, every fee charged, and whether the manager or its affiliates profit on the purchase.

What "settled, subject to court approval" means

This is a civil case brought by the Securities and Exchange Commission, not a criminal prosecution. The SEC cannot send anyone to prison; it asks a federal judge for orders such as injunctions, repayment of allegedly ill-gotten gains (called disgorgement), interest on that money, civil penalties and industry bars.

In a settled action, the defendant agrees to a proposed judgment without admitting or denying the SEC's allegations. That is not a finding of liability by a court, and it is not a criminal conviction. A proposed judgment also does not take effect until a judge signs it. As of Oct. 12, 2026, we have not confirmed whether the court has entered the judgment described below. If it has, we will update this article.

Red flags to watch for

• Claims that a fund "already owns" hot pre-IPO shares with no proof of ownership.
• Pressure to wire money immediately to "seize" an opportunity.
• Prices you can't compare to what the manager paid.
• Side letters promising no fees, and statements that show fees anyway.

What to do if you invested

1. Keep every record: account statements, promissory notes, subscription agreements, emails, texts, wire confirmations and screenshots of websites or videos.
2. Report it to the SEC at sec.gov/tcr.
3. Check who you are dealing with. Before investing, search the person and firm on the SEC's Investor.gov adviser search and FINRA's BrokerCheck.
4. Beware of "recovery" offers. People who lost money in investment frauds are often contacted by scammers who promise to recover it for an upfront fee. Government agencies and court-appointed receivers do not charge victims to file claims.

Case status (as of Oct. 12, 2026)

Defendant	Court	Status as of Oct. 12, 2026	Source
Eric L. Munson	U.S. District Court, S.D.N.Y. (No. 26-cv-06800)	Settled SEC civil action filed Aug. 10, 2026, without admitting; injunction agreed, money amounts to be set by court; agreed to associational bar (reentry after 3 years); subject to court approval	[1], [2]
Adit Ventures Management LLC; Adit Ventures LLC; Adit Ventures II LLC; Adit Ventures III LLC	Same	Settled on same bifurcated basis; subject to court approval	[1]

Statuses can change. An SEC complaint contains allegations, and a settlement without admitting or denying them is not a finding of wrongdoing.

Sources

1. U.S. Securities and Exchange Commission, Litigation Release No. 26605, "SEC Charges Private Fund Adviser Adit Ventures Management, its CEO and Affiliated General Partners in Alleged Fraud," Aug. 10, 2026. https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26605
2. SEC complaint, SEC v. Eric L. Munson, et al., No. 26-cv-06800 (S.D.N.Y. filed Aug. 10, 2026). https://www.sec.gov/files/litigation/complaints/2026/comp26605.pdf

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Corrections and updates: If you are named in this article, or represent someone who is, and believe anything here is inaccurate or out of date (including a dismissal, a court ruling on a proposed judgment, or any other change in case status), please contact us at editorandchief@scammers.com. We will review it and update the article promptly.