Tokenized Securities Regulation Clarified: Which Hot Projects Won't Pass the SEC's Scrutiny?

Original | Odaily (@OdailyChina）

Author | Ethan (@ethanzhang_web3）

On January 29, the U.S. Securities and Exchange Commission (SEC) released a new guidance document on tokenized securities. The release of this document coincides with the rescheduling of the originally planned "SEC and CFTC Coordinated Regulation" public event—the inter-agency coordination dialogue, originally set for January 27, has been adjusted to take place from 2:00 PM to 3:00 PM Eastern Time on January 29.

Now that this inter-agency coordination dialogue has concluded, the SEC has preemptively sent a clear signal through this guidance document: In constructing the regulatory framework for crypto assets, the SEC has chosen to start with "structural clarification" as the entry point, delineating the "identity" for tokenization practices in the market.

Odaily will use this article to break down how this document redefines the regulatory logic for "tokenized securities" and which popular projects will face critical tests as a result.

Core Objective: Re-"Labeling" "Tokenization Practices"

Opening the original text of the "Statement on Tokenized Securities," the document's goal is straightforward and almost self-evident: The SEC is not aiming to establish a new framework for tokenized securities but is attempting to answer a more fundamental question—under existing federal securities laws, into which category of financial instruments should the diverse tokenization operations in the market be classified?

Why is such "labeling" necessary? Because current market tokenization practices are extremely chaotic: some involve securities issuers using blockchain to register equity themselves, while others involve third parties arbitrarily issuing tokens claiming to be "pegged to a certain stock"; some on-chain assets can genuinely trigger official equity changes, while others are not even recognized by the issuer. These differences blur regulatory boundaries, and investors can easily be misled by the label "tokenized stock." What the SEC aims to do is first "clarify the structural aspects" of this chaos.

According to the document, tokenized securities are broadly categorized into two types: Issuer-Led Tokenized Securities (led by the securities issuer or its agent) and Third-Party-Led Tokenized Securities (initiated by a third party unrelated to the issuer).

Issuer-Led: Technological Upgrade, No Change in Rights Essence

In the issuer-led model, blockchain is directly integrated into the securities holder registration system. Whether using the on-chain ledger as the primary registration system or in parallel with an off-chain database, the core logic remains consistent—the transfer of on-chain assets synchronously triggers changes in the securities on the official holder register. The SEC particularly emphasizes that this structure differs from traditional securities only in registration technology, without involving changes to the nature of the securities, rights and obligations, or regulatory requirements. The same class of securities can exist simultaneously in traditional and tokenized forms, with issuance and trading still fully subject to the Securities Act and the Securities Exchange Act.

The document also mentions that issuers could theoretically issue tokenized securities of a "different class" from traditional securities, but the SEC adds a crucial qualification: If tokenized securities are "substantially identical" to traditional securities in terms of rights and obligations, they may still be considered the same class in specific legal contexts. This statement is not encouraging structural complexity but reiterates that the judgment standard is always based on "rights and economic substance."

Third-Party-Led: Prudential Supervision, Risks and Rights Require Reassessment

In contrast, third-party-led tokenization structures are placed under a more prudential regulatory lens. According to the document, when a third party tokenizes existing securities without issuer involvement, the on-chain asset may not represent ownership of the underlying security, nor does it necessarily constitute a claim against the issuer. More critically, token holders bear additional risks inherent to the third party itself (such as custody risk, bankruptcy risk), which do not exist when directly holding the original security.

Based on this difference, the document further divides third-party tokenization into two typical models:

• Custodial Tokenized Securities: Essentially "securities entitlement certificates," where a third party uses token form to prove the holder's indirect interest in securities held in custody (e.g., tokenized entitlement certificates issued by a custodian);
• Synthetic Tokenized Securities: Closer to structured notes or security-based swaps, financial instruments issued by a third party to track the price performance of an underlying security, granting no shareholder rights (e.g., tokenized derivatives pegged to stock prices).

Despite the numerous risks associated with third-party-led tokenization structures, there remains a certain demand for them in the market. For some investors, these products offer a relatively convenient and low-cost investment avenue. For instance, some small investors may not be able to directly participate in trading shares of certain large companies. Through custodial or synthetic tokenized securities issued by third parties, they can gain similar investment opportunities with a lower barrier to entry. Additionally, some investors are attracted by the innovative form and potential high returns of tokenized securities. Even though they may understand the risks involved, they are still willing to bear a certain level of risk for possible rewards.

Core Principle: Form Does Not Alter Responsibility or Nature

Throughout the document, the SEC repeatedly emphasizes not the compliance of the technological path but an unchanging regulatory logic: As long as the economic substance of a financial instrument meets the definition of a security or derivative, the application of federal securities laws will not change due to "tokenization." Name, packaging method, or even the use of blockchain are not determining factors.

From this perspective, this new guidance is more like a "structural clarification note." It does not make value judgments on the future of tokenized securities but clarifies a premise: In the U.S. legal system, tokenization can only change the form, not the responsibility and nature. Subsequent market developments will unfold under this premise.

Placing Back in Real-World Context: Which "Tokenized Stocks" Are Being Redefined?

If interpreted solely at the textual level, this new guidance might seem like merely clarifying classification structures. However, when placed in the context of the real market, its direction is quite clear. It is responding precisely to a batch of "tokenized stock" practices that have already come to the forefront.

The most typical distinction first appears on the point of whether the issuer participates. In the path where the issuer is directly involved, tokenization is more viewed as a technological upgrade to the registration and settlement system. Around the time of this guidance's release, asset management firm F/m Investments had already filed an application with the SEC, hoping to maintain its Treasury ETF holder records on a permissioned blockchain. The common feature of such attempts is that: Blockchain is merely incorporated into the existing securities infrastructure, and the legal relationship between the issuer and investors remains unchanged. Precisely because of this, although this path progresses slowly, it has always remained within a framework the SEC can understand and engage with.

In stark contrast is another type of practice that entered the market earlier and is more controversial. Taking Robinhood's "tokenized U.S. stocks" product launched in Europe as an example, its trading experience and price linkage methods are highly similar to real stocks, but the related tokens are not authorized by the issuers. Similar market chaos is also reflected in rumors about "OpenAI tokenized equity"—previously, some third-party platforms claimed to offer "OpenAI on-chain equity certificates," attracting investor attention. Subsequently, OpenAI publicly denied any association with "tokenized equity," an action that essentially highlighted the core issue of such structures—the on-chain asset does not represent a direct claim to the issuer's equity. In the SEC's context, this type of product is closer to a synthetic exposure constructed by a third party, not genuine stock.

Similar situations have also appeared in "tokenized stocks" products launched by some crypto-native platforms. Whether providing securities entitlement certificates through custody or tracking stock price performance through contract structures, these products function "like stocks," but in terms of legal relationships, the entity investors face has shifted from the issuing company to the platform or intermediary itself. This is precisely the real-world context for the SEC's repeated emphasis on third-party risks in the new guidance.

Conversely, those frequently mentioned attempts that consistently emphasize "compliance-first"—such as Kraken's xStocks plan and internal explorations by the NYSE and DTCC around tokenized stocks and ETFs—their commonality lies not in how advanced the technology is, but in whether the issuer, custody, clearing, and regulatory responsibilities are fully integrated into the existing system. The slow progress of these projects precisely indicates that the U.S. market offers no "board first, pay later" shortcut for tokenization.

Conclusion: Tokenization Is Not a Shortcut, But a "Mirror" for Responsibility

The essence of this SEC guidance is an "identity calibration"—before tokenization concepts materialize, first clarify "what is equity, and who bears the responsibility."

In U.S. regulatory logic, blockchain is never a tool to circumvent securities laws. Whether tokenization can be established depends on whether the issuer participates, whether rights and obligations are clear, and whether risks are correctly assumed: meeting these three criteria makes it a technological upgrade to the existing financial system; missing one turns the so-called "tokenized stock" into another type of financial product in the eyes of regulators.

Therefore, the boundary drawn by this document is not one of "permitted vs. prohibited," but a "responsibility screening question"—it is reclassifying tokenization practices in the market: some evolving towards securities infrastructure, while others must confront their "non-equity" nature.

For the market, this may not be a bad thing. At least from now on, tokenization is no longer a vague, enticing label, but a path that must be taken seriously, with no room for speculation.

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