Ondo launches private equity market: What Pre-IPO notes mean for your earnings and taxes

Ondo Finance 推出平台：将公司股权在上市前代币化交易

2026年10月6日，Ondo Finance 推出了一项新平台，使得公司在达到股票市场之前，其股权份额变得可交易。需要明确的是，这里交易的并非股票，而是“代币化票据”（tokenised notes）；其价值与目标公司一股普通股的股价挂钩。只有在该公司完成上市、被收购或经过十年后，支付才会发生。

对于任何持有 ONDO 代币或考虑购买的用户来说，这为该项目写入了一条新的业务线，同时也推出了一种在德国受到不同于加密货币监管规则约束的产品。然而，一次只能解决一个问题，因为此次发布留下了三个新闻稿未回答的关键问题：法律上你购买了什么？谁有资格购买？以及资金何时回流？

1. Ondo Private Markets 销售的是什么：代币化票据而非股票

A note is a debt instrument: a certificate that the issuer promises payment to the buyer. At Ondo Private Markets, the amount paid depends on the value of one common share of the company to which the note is directed (known as the "reference company"). Ondo clearly points out on its product page that this differs from the stock itself in that the token is "not a stock per se" and does not give the holder the right to own or receive the underlying assets. Therefore, purchasing such notes does not make you a shareholder. There are no voting rights, no shareholders 'meetings, no dividends, and no right to demand delivery of the shares themselves. All that remains is economic participation through the issuer's payment commitments, that is, economic rights and interests in prices.

This design is not new in the financial world. Certificates and warrants have operated based on the same basic philosophy for decades, and their most famous risk is also known as "issuer risk" here. If the issuer goes bankrupt, even if the reference company is doing well, it will not help the holder.

2. Governance documents: What agreements investors need to sign

Ondo lists three governing documents to govern the relationship between the parties: token terms, subscription agreements, and a document accepting token terms and repayment statements. In case of dispute, the token terms will govern. This means that the marketing page is not a contract, but what actually applies is the terms provided only during the subscription process.

发行人位于英属维尔京群岛（BVI）。作为票据的发行人，Ondo 指定了 PM Issuer Co (BVI) Limited，一家依据英属维尔京群岛法律成立的公司。对于代币化产品而言，这是一种常见的架构，但对德国买家有两个具体后果：

• 第一，交易对手方所在地不在欧盟境内。因此，关于条款的纠纷不会自动由德国法院审理，也不适用于德国机构熟悉的存款担保或投资者补偿机制。
• 第二，根据 Ondo 的说法，这些代币未在美国《1933年证券法》下注册。缺乏注册是导致下文所述访问限制的原因。

新闻稿引用了一个数据来解释其产品市场：据称，年收入超过 1 亿美元的美国公司中，约有 87% 处于私人持股状态。这一数据来自 Ondo 自身的公告，旨在说明为何 IPO 前股权作为产品具有吸引力。但它并未说明该产品具体表现如何。

3. 合格流动性事件：票据何时实际支付

该产品最重要的机制是其支付日期。Ondo 既不按固定期限支付，也不按持有人要求支付，而是在发生“合格流动性事件”时支付。产品页面列出了四个触发条件：上市且交易满六个月；多数股权收购；破产；以及发行后十年期满。

The meaning behind this list is far more complex than it seems on the surface. Financing rounds clearly do not trigger payments, offer for individual existing shareholders will not be triggered, and equity sales in the secondary market will not be triggered either. However, it is these events that often lead to revaluations by private companies. As a result, holders may watch their reference company's valuation multiple increase, but no payments are due.

The final payment is the "liquidity event price" per common share, net of withholding taxes and settlement expenses. Ondo did not list specific amounts for these fees. Whether an event occurs and what price applies is at the discretion of the computing agent. This means a valuation for investors that cannot be recalculated on their own.

4. The secondary market is traded around the clock, but issuers can suspend it at any time.

Since payments may not arrive for years, the secondary market becomes the actual exit route. Ondo has set up a secondary market on its own platform, Ondo Perps Spot Market, which is open 24 hours a day. More venues may join in the future. Tokens are freely transferable, can be self-hosted and used in DeFi applications, but are limited to other eligible holders.

Ondo itself points out three limitations: trading is subject to maintenance, risk control, and issuer suspension. Liquidity may be limited and bid-ask spreads may be wide. In addition, since the reference company has no public market price and no recognized comparable value, the secondary market price may deviate significantly from the final private valuation and subsequent payment prices.

This makes the tool different from everything traded on the established perpetual contract decentralized exchange (perp DEX). For Bitcoin or Ethereum, dozens of venues have global reference prices. Here, buyers and sellers set their own prices, and the issuer has the right to suspend the market.

5. Qualified investors only: Impact of the U.S. Exclusion Policy on Germany

The product page carries a banner that says "Not Available in the U.S." and strictly stipulates that Americans are prohibited from subscribing, acquiring or redeeming tokens. Behind this is the lack of registration under U.S. securities laws. For all other countries, Ondo only opens the product to "qualified investors" but does not state on the page who falls into this category.

For potential German customers, this gap is a practical core difficulty. According to Ondo, access to primary sales is made through selected distribution partners as well as Ondo Private Client, a service that is usually tied to a minimum amount and proof of investor suitability. Whether German retail investors can pass the test is decided only during the subscription process, and Ondo did not provide public documents in advance to answer this question.

To clarify this point, there is no other way: requesting subscription documents and looking at the countries and investor identities listed therein. Just checking the marketing page is not enough.

6. Exclusion of U.S. investors does not mean recommendation

A product that excludes American investors is neither a sign of quality nor a flaw. This is the inevitable result of issuers constructing their documents in accordance with the law. The risks of selling are the same, just for different groups.

7. MiCA does not apply to tokenized notes: Legal framework for German buyers

Since 2024, the EU's MiCA regulations regulate the crypto asset market, imposing authorization requirements on trading platforms, custodians and issuers. However, MiCA is not a yardstick here. MiCA excludes crypto assets that qualify as financial instruments. Because its value is pegged to stocks, the note has the characteristics of a financial instrument, so the securities rules apply rather than the crypto asset rules.

For buyers, the protection issue is reversed. For providers regulated by MiCA, they can check whether authorization exists and which regulatory agency granted it. The British Virgin Islands and not publicly quoted in the EU have no European regulatory authority reviewed the approval prospectus stated by issuers of securities from the British Virgin Islands. The burden of review shifts entirely to the buyer.

Case classification can only be carried out by lawyers or tax advisers holding specific token terms. This article describes what questions should be asked, not what the correct answers are for a particular tool.

8. Tax treatment: Income tax on pre-IPO notes instead of a one-year tax holiday

There are differences that may result in or save German investors the most money. For crypto assets such as Bitcoin, the one-year holding period rule in Article 23 of the German Income Tax Law applies: if held for more than one year, the proceeds from selling are exempt. The rule covers the private disposal of other assets.

Notes do not fall into this category. Capital claims are governed by Section 20 of the Income Tax Act, where there is no provision for tax-exempt income during the holding period. Whether there are two months or seven years between the purchase and sale, the proceeds are subject to a 25% withholding tax, plus a solidarity surcharge, and possible church taxes. The classification of specific tokenized instruments by the tax bureau depends on the terms of the issue; foreign issuers will not automatically pay taxes, so the reporting obligation remains in the hands of investors. If you hold multiple such positions within a year, you need to record the purchase, sale and deduction of each instrument.

Although the product page states that the issuer will withhold taxes before payment, this does not change the above situation. Foreign withholding taxes and German tax obligations are two separate matters that can be offset by a double taxation treaty in the best case.

9. ONDO price action for the week: $0.4822 and Thursday's weekly low

The token itself responded weakly to the launch as the broader market set the tone for the week. As of 11:55 p.m. on Thursday, ONDO was trading at $0.4822, 1.2% lower than seven days ago, according to CoinGecko. The weekly high was $0.5106 on October 2, and the weekly low was $0.4437 on Thursday afternoon, the day this article was published. In terms of market value, ONDO ranks 48th.

Falling to a weekly low coincided with widespread sell-off, Bitcoin fell below $81,000, and several altcoins fell by double digits. The reasons lie beyond Ondo, including rising bond yields and outflows from Bitcoin ETFs.

As an observation rather than a price target: Above, the weekly high of $0.5106 and the integer barrier of $0.50 constitute the first obstacle. Below is the weekly low of $0.4437, and below is the integer mark of $0.44. Whether a new business line can support the value of the token will be determined within months and will depend on whether the notes generate revenue.

10. From Ondo Stocks to Private Markets: Ondo's tokenized content to date

Private Markets is the provider's third pillar. The first is tokenization of U.S. Treasury bonds, and the second is tokenization of listed company stocks and funds. The equity business was known as Ondo Global Markets until July 2026, and has since been changed to Ondo Stocks; in June 2026, 173 tools were added to the catalog, spanning three blockchains, totaling more than 430 positions. The Smart Portfolio was launched in September, a combination of three tokenized models that followed the BlackRock model strategy. This product is gradually expanding to more blockchains, and recently to NEAR.

Ondo reports that through these platforms, its deposited value is US$3.7 billion to US$3.9 billion (data sources vary), with more than one million holders. These numbers belong to existing businesses and do not include Private Markets, which was launched on October 6 as an AI industry reference company.

已宣布的其他行业包括：生物技术、机器人、国防、能源、太空、量子技术、航空、物流、数字资产和网络安全。时间表缺失，Ondo 也未命名第一家参考公司。根据公告，二级市场交易应在发布后的那一周开始。

11. 如何在代币化 IPO 前股权中识别合法途径

代币化 IPO 前股权是一个虚假提供商也会打广告的领域，因为其内在价值难以验证。三个特征可以将真正的报价与骗局区分开来：有一个具名的、具有法律形式和所在地的发行人；有描述还款、费用和风险的认购文件；以及明确声明允许哪些投资者群体。Ondo 在产品页面上满足了这三点。如果有人只找到收益承诺和支付窗口，请远离该产品，选择受监管的提供商。

总结：Ondo Private Markets 在流动性事件发生前无资金流动

该产品扩展了区块链上可交易的范畴，同时将股票中不存在的风险转移到了发行人、计算代理的估值以及没有参考价格的二级市场上。建议按以下顺序自行检查：

1. 在计算之前澄清访问权限：请求认购文件，查看是否列出了居住在德国的投资者以及所需的身份。如果您不符合条件，其他问题自然迎刃而解。受监管的加密交易所提供了接受德国零售投资者的提供商概览。
2. Read Repayments and Costs: Find the list of liquidity events in the token terms, calculate the role of the agent, and the fees deducted before payment. The ten-year period is the upper limit of your commitment. Whether to further diversify the investment portfolio can be resolved by comparing crypto brokers.
3. Get tax classifications in advance: Give terms to tax advisers and ask them to inform whether the instrument is governed by Section 20 of the Income Tax Act. Here, holding for one year does not make income tax-exempt. To record positions for a year, tax tools and portfolio trackers can help.

The statements in this article are from the Ondo Private Markets product page and the report released on October 6, 2026 . (As of October 8, 2026. This article does not constitute investment advice. Price and fee structures are subject to change; please check terms with your provider before purchasing.)