Prometheum details ownership rights for tokenized US stocks

Prometheum has detailed how international investors would hold, redeem, and receive legal protection for tokenized US stocks under a proposed distribution arrangement involving HashKey and Velocity Capital.

• Cede & Co. would remain the registered owner of the underlying shares held at DTC.
• International customers would receive securities entitlements protected under UCC Article 8.
• Investors could convert their tokens into conventional shares or sell their positions for cash.
• The proposed pilot remains subject to final agreements, regulatory clearance and technical integration.

Tokenized US stocks will use existing ownership rules

Prometheum co-CEO Aaron Kaplan told crypto.news that the proposed structure would operate through the indirect holding system established under Article 8 of the Uniform Commercial Code, rather than making each tokenholder the registered shareholder on a company's official books.

Cede & Co., the nominee used by the Depository Trust Company, would remain the registered owner of the underlying shares. Kaplan said tokenization would not change that arrangement, which is already used for nearly all publicly traded US equities held through brokerage accounts.

Within the planned structure, the participant connected to a registered blockchain wallet would hold the securities entitlement. Acting as a securities intermediary, the participant would then treat its customer as an entitlement holder under Article 8.

"The Token itself does not create or define the customer's ownership interest," Kaplan said.

According to Kaplan, the customer's rights would instead come from the participant's duties under Article 8, the Securities and Exchange Commission's Customer Protection Rule and the Securities Investor Protection Act. Each protection would apply independently of the blockchain used to represent the position.

Kaplan's explanation draws a distinction between appearing as the registered owner and holding a legally protected interest through an intermediary. Under the proposed system, an international customer's name would not replace Cede & Co. on the issuer's official shareholder record, but the customer would have an entitlement through the regulated custody chain.

A recent ownership review found that blockchain records alone do not turn stock-linked tokens into legal shares. The legal structure can instead give an investor a direct or beneficial interest in a security, a custodial claim, or only a contract tied to its market price.

The structure differs from synthetic and SPV products

Kaplan said synthetic or special-purpose vehicle structures place investors in a different legal position because an offshore entity may own the conventional shares while a customer holds only a contractual claim against that entity.

In a synthetic product, the token can track the price of a listed stock without giving its holder rights in the underlying company. An SPV-backed product may hold real shares, but the tokenholder's claim can run against the separate legal entity rather than through the established US securities holding system.

Prometheum, HashKey Digital Asset Group and Velocity Capital intend to use shares custodied at DTC as the assets behind the proposed tokens. The companies described each token as a digital twin of a conventional security rather than a synthetic instrument or an offshore wrapper.

Kaplan said the planned model would preserve the legal protections attached to securities held through SEC-registered broker-dealers. Prometheum Capital is registered with the SEC and belongs to the Financial Industry Regulatory Authority, while Velocity is an SEC-registered, FINRA-member broker-dealer with traditional securities clearing and execution permissions.

The ownership question has also entered current US policy. Under a five-year SEC exemption announced on Sep. 17, qualifying tokenized National Market System stocks must provide the same rights as their conventional counterparts, including applicable voting, dividend, and liquidation rights. Synthetic products offering only price exposure do not qualify under the order.

As previously reported on investor rights, the SEC framework also allows an issuer to object when an unaffiliated party seeks to offer a tokenized version of its shares. The regulator can modify the temporary exemption while it considers permanent rules for onchain securities trading.

Prometheum's arrangement concerns international distribution rather than an offer to US investors. HashKey would provide access through eligible licensed exchanges in several jurisdictions, subject to local laws, licensing terms and investor eligibility requirements.

Investors could redeem tokens through standard DTC processes

For an investor seeking to leave the blockchain-based position, Kaplan said each token could be converted into a conventional share or sold for cash through the broker-dealer. Both routes would use DTC's standard securities processes because the corresponding shares would already sit within its custody system.

"Each token is a digital twin of a share already held at DTC, and investors can convert the token position back into a conventional share or sell it for cash through the broker-dealer, using DTC's standard processes," Kaplan said.

Dividends, stock splits and other corporate actions would also move through the same DTC channels used by the US securities market, according to Kaplan. His comments did not set out separate procedures for voting or for processing corporate actions when a token trades outside regular US exchange hours.

In the event of a broker-dealer failure, Kaplan said SEC Rule 15c3-3 would require customer securities to remain separate from the firm's own property. Segregated shares could then be returned to customers rather than becoming part of the failed company's estate.

SIPA provides another layer of protection within the US broker-dealer system, although the proposed international distribution chain would also involve HashKey exchanges operating under the rules of their respective jurisdictions. The binding memorandum does not itself establish the treatment of customer claims under every participating country's insolvency law.

Traditional market infrastructure has begun supporting other tokenized investment products. On Sep. 16, Ondo Finance subsidiary Oasis Pro Markets joined DTCC's Fund/SERV, becoming the first tokenization platform admitted to a network that processes more than 85% of US mutual fund transaction activity.

Oasis Pro, like Prometheum Capital and Velocity, operates through US securities registrations. Its Fund/SERV connection supports transaction processing and distribution, while the legal rights attached to each product still depend on its custody and ownership structure.

HashKey would distribute the securities internationally

Under the MOU, HashKey would act as the international distributor through eligible exchanges within its licensed network. Prometheum Capital and Velocity would provide the custody, trade execution, and clearing services needed to connect the token positions with conventional securities held in the United States.

"Through this collaboration, eligible clients in multiple jurisdictions will have the opportunity to access tokenized U.S. equities supported by SEC-registered clearing infrastructure, subject to applicable laws and regulatory requirements," HashKey CEO Xiao Feng said.

HashKey has already entered DTCC's digital-assets work. Earlier in September, the company joined its industry group after DTC completed initial production transactions involving tokenized equities, exchange-traded funds and Treasury products in July.

Velocity CEO Roy Yan said the underlying shares would need to be executed, cleared and held according to the same standards used in regulated US equity markets. Velocity holds memberships with DTC, the National Securities Clearing Corporation and the Options Clearing Corporation.

The proposed product list could include companies in the Russell 1000, which covers the 1,000 largest publicly traded US companies by market value. ETFs tracking major indexes and US Treasury bills, notes and bonds could also qualify.

DTC has said its tokenized assets will carry the same ownership rights, investor protections and entitlements as securities held in conventional form. DTCC scheduled the full launch of its Tokenization Service for October 2026 after conducting limited production transactions in July, and the organization said DTC held more than $114 trillion in assets when it announced the program's timetable.

Prometheum, HashKey and Velocity are still selecting the securities and jurisdictions for the initial pilot, Kaplan said. A launch requires definitive agreements, regulatory approval, completed technical and operational integration, relevant licenses and the availability of DTCC's tokenization infrastructure.