"Trillion-Dollar" Liquidity Release: Pre-IPO Equity Tokenization and the Restructuring of PE/VC Exit Paradigms

比推Опубликовано 2026-01-26Обновлено 2026-01-26

Введение

The article explores the potential of tokenizing pre-IPO equity to unlock trillions in illiquid private market assets, addressing structural barriers like high entry thresholds and limited exit options. It identifies three dominant models: synthetic assets (e.g., Republic, Ventuals) offering derivative exposure without direct ownership; SPV-based models (e.g., Jarsy, PreStocks) using offshore vehicles to hold and tokenize shares, though facing legal challenges from companies like OpenAI; and native collaborative models (e.g., Securitize, Centrifuge) that leverage Transfer Agent licenses for compliant, direct equity tokenization, termed Tokenization-as-a-Service (TaaS). Despite a nascent market size of $1-2 billion (with free-floating tokens under $100 million), concentrated in AI unicorns like SpaceX and OpenAI, the industry must overcome key hurdles: regulatory and corporate legal pressures, shallow liquidity, and uncertain IPO integration. Future growth depends on shifting toward compliant TaaS infrastructure, expanding beyond top unicorns to long-tail private firms, and building specialized trading systems like compliant AMMs.

Author: PKU Blockchain Association Owen Chen(X @xizhe_chan)

Original Title: "Trillion-Dollar" Liquidity Release: Can Pre-IPO Equity Tokenization Restructure the PE/VC Exit Model? — The Evolution from Perps to TaaS

Abstract

Unlisted company equity (Pre-IPO Stock) represents a trillion-dollar value in global asset allocation but has long been constrained by two structural dilemmas: high entry barriers on the participation side and scarce liquidity exits on the exit side. Against the backdrop of real-world asset (RWA) tokenization becoming a focal point of financial innovation, "equity tokenization" is seen as a key mechanism to break the liquidity deadlock in the private market. This report focuses on the tokenization of underlying equity in unlisted companies (especially unicorns), aiming to clarify the evolution logic of this sector from early speculation to compliant infrastructure by analyzing the market status, implementation paths, and key challenges. The core conclusions of the report are as follows:

1. Market Status: Although global unicorn valuations reach trillions of dollars, the actual implemented scale of the tokenization market is only in the range of $100–200 million (if partially non-freely circulating projects are excluded, the actual tradable scale is only in the tens of millions). The market exhibits a strong head effect, with assets highly focused on a few AI tech unicorns like OpenAI and SpaceX. This indicates the industry is still in a very early stage, transitioning from "narrative space" to an "effective market," and has not yet formed a scaled asset supply and承接 capacity.

2. Path Differentiation: The industry has formed three differentiated paths, with the core differences lying in the "degree of rights confirmation" and "level of involvement of the target company":

Synthetic Asset Type (Republic, Ventuals): Includes Perps and debt note types, does not hold the underlying equity, only provides valuation exposure, meets speculative demand with high leverage, and primarily serves a traffic introduction role.
SPV Indirect Holding Type (Jarsy, PreStocks, Paimon): Holds equity through offshore SPVs and tokenizes the rights. This is the most mainstream落地 form currently. However, it faces dual compliance crackdowns from target companies and regulators. Recent public warnings from companies like OpenAI have exposed the legal fragility of this model in violating "transfer restriction clauses."
Native Collaborative Type (Securitize, Centrifuge): Essentially provides TaaS (Tokenization-as-a-Service) for target companies. Relying on Transfer Agent qualifications, it achieves a legal mapping between on-chain tokens and the shareholder register, realizing true equity on-chain. Although the landing cycle is long, it can solve the legal finality dilemma and provide a compliant path for IPO conversion and衔接.

3. Trend Analysis: Tokenization does not automatically create liquidity. The current market faces liquidity issues (thin markets, pricing failure). The future breakthrough point for the industry lies not in unilateral issuance but in collaboration with target companies:

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Связанные с этим вопросы

QWhat are the three main implementation paths for pre-IPO equity tokenization discussed in the article, and how do they differ in terms of ownership rights and company involvement?

AThe three main paths are: 1) Synthetic Asset Type (e.g., Republic, Ventuals): Provides valuation exposure without holding underlying equity, offering no shareholder rights and primarily meeting speculative demand. 2) SPV Indirect Holding Type (e.g., Jarsy, PreStocks): Uses offshore SPVs to hold shares, tokenizing the SPV's equity rights. This is the most common form but faces dual compliance risks from both the target company and regulators regarding transfer restrictions. 3) Native Collaborative Type (e.g., Securitize, Centrifuge): Offers Tokenization-as-a-Service (TaaS) to the target company. It utilizes Transfer Agent qualifications to achieve legal mapping between on-chain tokens and the shareholder register, enabling true equity on-chain with a compliant path for IPO conversion.

QWhat is the estimated current market size of pre-IPO equity tokenization, and what does this indicate about the market's development stage?

AThe current market size for pre-IPO equity tokenization is estimated to be in the range of $1-2 billion. However, after excluding projects without free circulation, the actual tradable scale is only around tens of millions of dollars. This indicates that the industry is still in an extremely early stage, transitioning from 'narrative space' to an 'effective market,' and has not yet formed a scalable asset supply and承接 capacity.

QWhat key role does a Transfer Agent (TA) play in the native collaborative model of equity tokenization?

AIn the native collaborative model, the Transfer Agent (TA) is crucial as it is a registered entity (e.g., with the SEC) responsible for maintaining and updating the shareholder register. The TA ensures the legal mapping between on-chain tokens and the offline equity ownership, enabling token holders to obtain complete shareholder rights (such as voting, dividends, and information rights) within the company's charter and applicable legal framework. This addresses the legal finality issues and provides a compliant path for IPO conversion.

QWhat are the major compliance challenges faced by the SPV indirect holding model in pre-IPO equity tokenization?

AThe SPV indirect holding model faces significant compliance challenges, primarily from two sources: 1) Regulatory agencies: The structure may violate securities laws and licensing requirements. 2) Target company legal constraints: It often contravenes 'transfer restriction clauses' in shareholder agreements. Recent public warnings from companies like OpenAI have exposed the legal fragility of this model. Additionally, the offshore SPV structure poses transparency challenges, as investors can typically only verify asset-side proof of SPV shareholding but not fully penetrate the liability-side operational and financial information.

QHow does the article characterize the asset preference in the current pre-IPO equity tokenization market, and what is the reason behind this concentration?

AThe current market shows a strong preference for and concentration in top-tier tech unicorns, particularly AI-related assets such as OpenAI, SpaceX, and xAI. This concentration occurs because, in the early market stage, project parties prioritize assets with high recognition, strong narratives, and concentrated attention to achieve product cold-start and market validation with lower education costs. This strategy helps attract trading heat and traffic conversion more easily.

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