A Florida fund manager says a pre-IPO SPV sponsor used a misleading “0/0” fee pitch to mask secret markups and a hidden 17.5% carry on SpaceX shares.

The lawsuit, Megacap Capital, LLC v. West Coast Equity Partners II, LLC, No. 0:26-cv-61179 (S.D. Fla.), lands at a sensitive moment for the private markets. With a SpaceX IPO reportedly planned for mid-June, advisors steering wealthy clients into late-stage pre-IPO deals are getting a fresh look at what can go wrong when a fund sponsor controls pricing, paperwork, and the cap table all at once.

Megacap Capital, a Florida-based sponsor that runs two feeder funds for SpaceX and a pre-IPO technology company, says in the filing that it was pitched SpaceX shares in 2021 at “$580 0/0” — meaning $580 a share with no upfront fee and no management fee. According to the filing, that same promise was written into the offering memorandum and operating agreement, which stated the manager would receive no commissions or fees and that the management fee would be 0%. Megacap says it wired $375,260 for the SpaceX position and later wired roughly $4.2 million for the tech deal.

The pitch, Megacap alleges, was not what it seemed. The filing claims WCEP’s true acquisition cost for the SpaceX exposure was closer to $419.99 per share and that the difference was kept as an undisclosed markup. Megacap also says WCEP’s own lawyer later stated in writing that the underlying SpaceX interests carried a 17.5% carry — something Megacap says flatly contradicts the “0/0” pitch.

The tech deal, the filing says, looked worse on close inspection. Megacap alleges it obtained documents from the broker-dealer that executed the forward contract showing the actual price paid was $25 a share, not the $40 Megacap says it was quoted, and that a $722,055 fee was charged on numbers WCEP’s lawyer has since acknowledged were inaccurate.

Then there is the structural twist. Megacap says it signed subscription papers for single-asset SPVs but its K-1s showed it had been placed into a multi-asset master vehicle holding positions from other deals entirely — without notice or consent. Only that master vehicle, the filing says, had a Form D on file. Megacap also alleges the master fund may have exceeded the 100-investor cap under the 3(c)(1) exemption, raising unregistered investment company concerns, and that WCEP effectively acted as an unregistered broker-dealer by earning transaction-based pay through markups.

The filing ties the alleged conduct to the SEC’s pending enforcement action against GlobalX and its principal Laren Pisciotti, which Megacap says involves a near-identical “no upfront fees” pitch paired with secret markups. GlobalX’s N-22 vehicle is alleged to have served as the intermediary on Megacap’s tech deal.

Claims include federal securities fraud under Section 10(b) and Rule 10b-5, control person liability under Section 20(a), fraudulent inducement, fraudulent concealment, negligent misrepresentation, violations of Florida’s deceptive trade practices statute, unjust enrichment, and declaratory relief.

The allegations have not been tested in court. No responsive pleading has been filed, and no court has ruled on the claims. The defendants could not immediately be reached for comment.