Nasdaq Just Put $100 Million Behind Kraken to Build Tokenized Stocks With Shareholder Rights. This Is the Version Wall Street Can Actually Use.
Subscribe Free. The weekly briefing is free, always.
Nasdaq agreed to invest $100 million in Payward, Kraken’s parent company, on September 10. The deal reportedly values Payward at $21 billion and deepens a partnership the two companies announced in March, a few months after Kraken started selling US equities alongside Bitcoin. The number is not the story. The structure is.
Nasdaq is not buying exposure to a crypto exchange. It is funding tokenized equity infrastructure designed to let listed stocks trade around the clock on blockchain networks while keeping the legal ownership, voting rights, and dividend flows that make a share a share. Not a parallel market. Not a wrapper that references the stock. The same stock, on different rails.
Three Kinds of “Tokenized Stock,” and Only One Is a Stock
Tokenized stocks have existed for years, but the label covers three very different things. The SEC’s Division of Corporation Finance spelled out the difference in a statement this January.
The first kind is synthetic. FTX and Binance sold stock tokens that were essentially contracts giving you the price of Tesla, issued by an intermediary. You held a claim on the intermediary, not a share.
The second kind is custodial. A third party buys the real shares, holds them, and issues a token representing your entitlement to what it holds. Backed’s xStocks, which trade on Kraken and on Solana venues outside the United States, work this way, and so do the Apple, Nvidia, Meta, and Alphabet tokens Coinbase put on Base last month. Robinhood’s European stock tokens are debt securities backed one-for-one by shares held as collateral: holders get the dividend but not the vote. These are real products with real backing, but the token holder’s rights run to the intermediary. You do not appear on the issuer’s shareholder register.
The third kind is issuer-sponsored. The company itself integrates a distributed ledger into its recordkeeping so that, in the SEC’s words, “a transfer of the crypto asset on the crypto network results in a transfer of the security on the master securityholder file.” The token is not a reference to the share. Moving it moves the register. Securitize did exactly this with its own stock on the day it listed on the NYSE, and the NYSE has since named it the first digital transfer agent for the exchange’s own tokenized platform.
Only the third kind carries a proxy ballot, a dividend paid to you as a holder of record, and a place on the cap table. That is why the first two cannot simply be treated as equivalent to holding the underlying equity, whatever they track. If it is not on the register, it is not a stock.
Demand for the first two kinds is enormous. Perpetual futures on real-world assets traded $799.5 billion in August, a record, and stocks were 62.3% of that, according to CoinMarketCap. Solana’s tokenized equity market hit roughly $684 million in early September. Those products offer access. None of them offer ownership.
What Nasdaq and Kraken Are Building
Nasdaq’s March announcement put the issuer at the center of its equity token design. Participation is the company’s choice, and the token is meant to preserve the rights of the underlying share, including governance and corporate actions. Kraken brings blockchain custody, wallet infrastructure, and a gateway between permissioned equity markets and permissionless networks in jurisdictions that allow it. This week’s deal adds Nasdaq’s capital and its market surveillance technology across Payward’s venues. The product has a name, Nasdaq Equity Tokens, and a target: the second quarter of 2027, with 24/7 trading, on-chain settlement, and the same voting rights, corporate actions, and proxy process as the conventional share.
The technology is the easier half. Nasdaq already runs the matching and surveillance, and DTCC has been running tokenized stock and Treasuries in live production since July. The harder half is regulatory, and it is moving. On September 1 the SEC proposed a comprehensive rewrite of its transfer agent rules, aimed at the electronic recordkeeping transfer agents actually use today. That matters because the largest transfer agent, Computershare, has already built its on-ramp for tokenizing US equities. Comments are due November 3. Paired with January’s statement recognizing issuer-sponsored tokenization as a legitimate model, and with the crypto rulebook the SEC wrote in August, the pieces of a framework in which the on-chain record can be the official record are starting to appear. Nothing is final. But the direction is no longer ambiguous, and it is the one we said the SEC was heading in when this shift began.
Why Nasdaq Is Funding This Now
Each side owns half the bridge the other needs. Nasdaq controls the regulated equity plumbing: listings, issuer relationships, surveillance, and a distribution network that reaches institutions in dozens of countries. Kraken controls crypto-native distribution and the on-chain infrastructure. Neither could build the other’s half quickly.
The addressable market is every investor who cannot reach US equities during US market hours: Asia-Pacific traders, European institutions with dollar exposure, and anyone with a day job. Tokenizing listings Nasdaq already services does not require new distribution. It requires new plumbing.
Nasdaq is also behind. The NYSE announced its own tokenized securities platform in January, pairing its Pillar matching engine with on-chain settlement and promising tokenized holders the same dividends and governance rights as everyone else. Since then its parent, Intercontinental Exchange, has signed three partners: Securitize as the first digital transfer agent in March, OKX as a 50-50 broker-dealer joint venture for distribution in June, and, on August 31, tZERO as design partner for the transfer agent and broker-dealer plumbing, with an ICE investment and a license to tZERO’s 103 blockchain patents. Securitize and tZERO are suing each other over those patents, meaning ICE has now partnered with both sides of the same patent fight.
That is three partners and a platform against Nasdaq’s one partner and a check. Offshore custodial products are growing fast on top of that, and they do not need anyone’s permission. If Nasdaq waited, the regulated version of tokenized equity would have been built next door. The $100 million is the price of not being second.
The Fight Over Who Gets to Tokenize a Stock
Underneath the announcement is a real disagreement about who controls a company’s equity.
AMC Entertainment objected when Robinhood offered tokens tracking AMC shares. CEO Adam Aron called it a “fictitious synthetic equity market” that could confuse investors about their rights and weaken AMC’s ability to raise capital. Robinhood CEO Vlad Tenev answered on September 11 with a rule: if a product “holds or references freely transferable shares without changing the issuer’s rights, obligations, or authoritative shareholder record,” issuer consent should not be required.
Read that carefully. Tenev’s own test for when a company gets no say is that the token does not touch the authoritative shareholder record. That is a concession that his tokens are the second kind, not the third. Put the two models side by side and the difference is not subtle.
A Robinhood AMC token is a debt security issued by Robinhood Assets (Jersey) Limited, a special purpose vehicle that holds the real AMC shares one-for-one with a US custodian. It is not registered under US securities law and is not sold to US investors. The holder gets the dividend. The holder does not get the vote, does not appear on AMC’s register, and has no claim against AMC, only against the Jersey vehicle. The votes on those pooled shares sit with the vehicle, and when Tenev was asked how Robinhood intends to exercise them he said the company “hasn’t really announced plans for the voting aspect.” Meanwhile the token’s price is free to leave the stock: when a meme coin drove speculative demand into Robinhood’s AMC token this month, it traded to $18.04, roughly six times the underlying share.
A Nasdaq Equity Token, or a share minted through the NYSE’s digital transfer agent, is the AMC share. The holder is on the register, votes the proxy, receives corporate actions from the company, and holds a registered US security. There is no vehicle in the middle to hold the vote, and no separate economic instrument that can detach from the underlying share the way Robinhood’s did, because the token is the stock.
So the fight AMC picked this week is not really about Robinhood. It is about which of those two things gets to be called a tokenized stock.
Nasdaq’s design takes the other side of that argument. Its model is issuer-centric: the company opts in, and the token is the share, not a product referencing it. So there are two theses on the table. Robinhood’s is that markets should be free to tokenize exposure. Nasdaq’s is that issuers should tokenize the equity itself.
How this resolves will decide how fast the market scales. If issuers can block third-party tokens, the non-issuer-sponsored universe shrinks toward ETFs and index products, and the issuer-sponsored path becomes the only way to get single-name stocks on-chain at scale. If they cannot, the two models compete head-on, and the one with shareholder rights has to win on convenience rather than on being the only game in town.
We Have Built the First Layer of This
Two of the three of us built TokenCapStack to put private-company cap tables on-chain. OMNM’s own cap table has been on-chain since June. That is step one of the issuer-sponsored model the SEC described: the ledger is the shareholder register, not a reference to it. What Nasdaq and Kraken are proposing is the same principle applied to listed equity, with a regulated trading venue on top.
Our experience is that the token is the easy part. The hard part is keeping the issuer’s register, the transfer restrictions securities law requires, and every corporate action in sync with what is on-chain. Get that wrong once and you have two ownership records that disagree. Nasdaq’s 2027 timeline is realistic precisely because that work is unglamorous and slow.
What This Could Mean for Retail Investors
If you own US equities, none of this inherently changes your tax treatment or your cost basis. What could change is when you trade, where the asset sits, and how settlement works.
Today, selling Apple after 4:00 PM Eastern means waiting for the next session or accepting the thin liquidity and wide spreads of after-hours venues. In a tokenized system, you could sell into a market that does not close. Settlement could happen in seconds rather than T+1, now that the SEC has approved a blockchain clearing agency. Custody could move from a brokerage account to a wallet you control, within whatever transfer restrictions the issuer and regulators impose. Nasdaq describes a bridge between permissioned and permissionless environments, with what you can do depending on where you live.
Two cautions. First, the offshore products are not the same thing, and some venues now let traders back stock exposure with crypto in a single margin account. An equity short moving against you could liquidate your Bitcoin position. Know which kind of token you hold. Second, “could” is doing real work in every sentence above. The framework is proposed, the platform is targeting 2027, and issuer participation is voluntary.
For institutional allocators the calculus is simpler. A tokenized equity that preserves shareholder rights is just equity, the way a tokenized Treasury is just a Treasury. It fits the same mandates, compliance frameworks, and risk models. The differences are operational: settlement in seconds cuts counterparty risk, and always-on trading lets a desk flatten positions without waiting for New York to open.
What to Watch Next
The SEC transfer agent proposal. Comments close November 3. Watch whether the final rule addresses distributed ledgers explicitly or leaves it at “electronic recordkeeping.”
ARK Invest’s exemptive application to issue a tokenized share class of its venture fund and trade it on registered alternative trading systems. Hearing requests are due September 18.
Offshore frameworks. Hanwha Investment & Securities in South Korea has completed a tokenized securities platform on Avalanche ahead of that country’s February 4, 2027 rules, which will recognize distributed ledgers as securities registers. Hanwha is also Securitize’s largest shareholder, and it is the same market where Hana Bank paid $670 million for a stake in Upbit’s parent. If the US stalls, issuance moves.
The NYSE platform. It is still “subject to regulatory approvals” with no public launch date. Watch which exchange files first.
Issuer consent. The AMC dispute is the first of many.
Go deeper. If you want the foundations under this story, our Real-World Asset Tokenization module has an episode on tokenizing public equity, Digital Securities Fundamentals covers why a security token is not a crypto token, and the 2026 regulation guide tracks the rules as they land.
For years, crypto tried to bring stocks onto the blockchain. Nasdaq is now trying to bring the blockchain underneath stocks. That is a very different thing. And an exchange that lists thousands of companies does not put $100 million behind new market infrastructure unless it believes that infrastructure is going to matter.
Douglas Borthwick and Ali Davoudi are co-founders of TokenCapStack.
Presented by The Bridge. Weekly institutional research on blockchain, agentics, and tokenization, written for hedge funds, asset managers, and corporates. Because you read OMNM, the retail edition is yours for $349 (normally $399): thebridgenewsletter.com/signup?ref=omnm. OMNM co-host Douglas Borthwick co-founded The Bridge with Steve Kraus; we may earn a commission.
From the Author
Old Men, New Money co-host Douglas Borthwick has written on this in depth.
Go Deeper — Related Education Modules
Related Guides
Never Miss an Issue
The weekly briefing is free, always.
Join 38,000+ professionals getting weekly analysis on the convergence of traditional finance and digital assets — delivered straight to your inbox.