Perpetuals计划在美国证券交易委员会创新豁免下推出代币化美股

Perpetuals.com has announced that it will offer tokenized American stocks through the SEC’s innovative exemption program.

Perpetuals.com recently announced its plan to introduce tokenized American stocks using the SEC’s five-year “innovative exemption” mechanism. The official launch of this project will require a 30-day notice period and must comply with all relevant regulatory requirements.

The core plan involves maintaining shareholders’ rights and interests.

Perpetuals plans to issue American equity certificates based on blockchain technology, while ensuring that investors retain full ownership of their dividends and voting rights. The company stated that the launch process depends on fulfilling notification requirements, meeting regulatory conditions, and advancing technological implementation.

According to SEC regulations, tokenized securities must ensure that holders enjoy the same rights and privileges as traditional common shares. This proposal follows an agreement reached by Perpetuals earlier this year, which involved tokenizing over $300 million in physical assets.

PDC, a NASDAQ-listed company, is expanding its operations.

Perpetuals.com Ltd, which is listed on NASDAQ under the code PDC, announced on October 14 that it intends to utilize the SEC’s temporary exemption provisions regarding “tokenized securities.” The company stated that it has issued a notice of intent to operate under this framework.

In its forward-looking statement, the company lists a 30-day waiting period starting from the date of announcement as one of the prerequisites for implementing the plan. Additionally, Perpetuals identified several other key factors that could affect the launch of the product, including compliance with exemption regulations, technical capabilities, regulatory developments, market conditions, and user acceptance.

All-weather trading and instant settlement are also provided by Perpetuals according to the proposed solution. Traders will have access to U.S. stocks through blockchain-based technology, with features such as all-weather trading, near-real-time settlement, and fragmented ownership. The company emphasizes that users will retain full dividends and voting rights.

For eligible products, the SEC requires trading platforms to verify that token holders have the same rights and privileges as traditional stockholders. Regulatory requirements also stipulate that when underlying stocks are suspended on their main exchanges, the trading of tokenized stocks must also be stopped simultaneously, thereby limiting the ability to conduct continuous trading.

Previous reports indicate that the SEC’s five-year trading exemption applies to tokens used in the trading of NMS stocks through licensed automated market makers and liquidity pools. The report specifies that products that only offer synthetic stock price exposure do not meet the eligibility criteria.

Management’s perspective and past experience

In describing this expansion plan, Perpetuals stated that it will rely on its existing European token platform. CEO Patrick Gruhn linked this move into the U.S. market to the team’s previous work:

“Perpetuals 团队一直是代币化领域的先驱，此次进入美国市场使我们能够进一步利用我们的平台和深厚专业知识。”

据公司介绍，创始团队早在 2021 年便开发了代币化股票产品，并在 Binance、FTX 和 Bittrex 等平台向交易者提供。公告还提到，团队曾成功交付与 Coinbase、Airbnb 和 Robinhood 挂钩的 IPO 前合约。

SEC 框架下的发行人异议与披露要求

SEC 在 9 月 17 日的公告中表示，该豁免为符合条件的场所提供了暂时性的有条件 relief，使其免于被定义为《1934 年证券交易法》下的交易所。监管机构还为某些向交易池供应代币化股份的特定公司提供了解除经销商定义限制的有条件 relief。

在该框架下，场所必须使用部署在公共、无需许可的区块链上的公开、可审计的智能合约。尽管如此，SEC 仍要求交易池具备许可制访问权限，并要求对场所运营、交易活动及关联方交易进行公开披露。

Regarding shares that are tokenized by non-related third parties, the SEC also requires that a written notice be sent to the underlying stock issuer prior to the start of the transaction, and the issuer should have the opportunity to raise objections. A report dated September 23rd, discussing all rights associated with tokenized stocks, detailed another requirement for issuers: the issuer must wait at least 30 calendar days after receiving the notice. During this period, if the issuer raises objections, the platform may not provide any exemptions for the affected tokenized stocks.

Roshan Robert, CEO of OKX USA, stated in that report that tokenization should preserve investors’ rights to claim their shares while also changing the way shares are traded and settled. The report indicated that dividends, voting rights, and rights to claim assets after liquidation are all within the scope of rights covered by the SEC’s requirements.

Volume limits are part of the five-year framework

In addition to ownership protection, the SEC has imposed restrictions on certain stock symbols and trading volumes. Institutions indicate that these exemptions will expire after five years, and public feedback will be sought regarding possible changes.

A report dated October 2nd, discussing restrictions on Robinhood stock tokens, described how these restrictions affect platforms with high activity levels. Johann Kerbrat, senior executive of Robinhood’s crypto business, said that the company is still reviewing the framework, and the current volume of stock tokens may exceed some of the limit settings.

据报道，一级（Tier 1）产品面临 75 个股票代码的限制，且交易量不得超过上月基础股票平均每日股量的 0.25%。二级（Tier 2）产品则面临 250 个股票代码的限制，交易量上限为基础股票平均每日成交量的 2.5%。

报告还区分了 Robinhood 现有的海外产品与符合资格的美国股票代币。根据其报道，Robinhood Stock Tokens 是由 Robinhood Assets Jersey Limited 发行的债务证券，由相应股票支持，且不对美国用户开放。Kerbrat 和首席执行官 Vlad Tenev 曾表示，公司计划增加投票权和实物赎回功能。

欧洲基础设施与大宗商品协议

在公告中，Perpetuals 表示其技术正服务于 PM MTF Ltd，即持有欧洲牌照的 Perpetual Markets 多边交易设施（MTF）运营商。该公司称该运营符合 MiFID II、MiCA、DORA 和 EMIR 法规，并为交易合作伙伴提供白标基础设施。

此外，公司提及了一项近期协议，涉及超过 3 亿美元的实物商品代币化业务。在相关联的公告中，Perpetuals 报道了与 Datavault AI 签署的关于代币化商品的交易所协议。