Nasdaq-listed Perpetuals.com (PDC) has filed a notice with the Securities and Exchange Commission to operate a tokenized securities venue under the SEC's five-year innovation exemption. According to reports from CoinDesk, the company plans to trade U.S. stocks on public blockchains without registering as a traditional securities exchange, making it the second company to pursue such marketplace operations after OKXICE, a joint venture between crypto exchange OKX and New York Stock Exchange parent Intercontinental Exchange. The exemption, introduced in September, requires tokens to carry the same shareholder rights as ordinary shares, including dividends and voting rights, while giving companies 30 days to object to having their shares traded on a tokenized securities venue. As reported by TradingView News, the offering utilizes the Securities and Exchange Commission's new five-year Innovation Exemption framework for onchain trading of National Market System stocks.
Shares of Perpetuals.com were 3.53% lower at $3.01 during pre-market trading on Wednesday following the announcement, according to TradingView News. The Tokyo, Japan-based company had created the world's first regulatory-approved tokenized stocks in 2021, enabling platforms including Binance, FTX, and Bittrex to offer 24/7 stock trading for the first time, and delivering pre-IPO contracts for Coinbase, Airbnb, and Robinhood. The launch builds on Perpetuals' existing European tokenization platform, with the company already providing trading technology for Perpetual Markets MTF, a Cyprus-based marketplace licensed under Europe's MiFID II framework that received authorization under the EU's Markets in Crypto-Assets regulation in August.
According to the public notice shared with CoinDesk, Perpetuals' U.S. marketplace will be operated by Kephas Corporation, a Delaware-based subsidiary. Trading would take place through permissioned automated market maker (AMM) liquidity pools, initially on Kronos X Public, an Ethereum-compatible layer-2 blockchain developed by the company. For traders, tokenized equities bring significant benefits including 24/7 trading, near-instant settlement, and fractional ownership on blockchain rails, all while users retain full dividend and voting rights. The AMMs use smart contracts and liquidity pools to facilitate trades between buyers and sellers instead of traditional exchange order books, with each pool pairing a tokenized U.S. stock with a digital asset, initially expected to be a form of USDC. As reported by TradingView News, the SEC granted temporary, conditional exemptive relief to tokenized securities venues to trade tokenized national market system stocks using permissioned automated market makers and liquidity pools.
The SEC's five-year innovation exemption covers tokenized National Market System stocks traded through permissioned automated market makers and liquidity pools, with products offering only synthetic exposure to stock prices not qualifying. Under the framework, venues must use public, auditable smart contracts deployed on a public, permissionless blockchain while maintaining permissioned access to trading pools. The SEC requires venues to verify that token holders receive the same rights and privileges as owners of equivalent conventional shares, with trading stopping when the underlying stock is halted on its primary exchange. For shares tokenized by unaffiliated third parties, venues must provide written notice to the underlying stock issuer and allow an opportunity to object before trading begins, with a 30-day waiting period after issuer notice before trading can commence. The exemption limits eligible stock symbols and trading volume, with Tier 1 products facing limits of 75 symbols and 0.25% of underlying stock's average daily volume, and Tier 2 products capped at 250 symbols and 2.5% of average daily volume.
According to reports from CoinDesk, Perpetuals reported $65.2 million in total assets at the end of April and posted a $17.6 million net loss during its fiscal year. The company also announced an agreement with Datavault AI earlier this year to support trading infrastructure for planned tokenized commodity offerings involving copper, gold and other physical assets, with more than $300 million in targeted issuance. CEO Patrick Gruhn linked the U.S. initiative to the team's previous work, stating that "The Perpetuals team has long been trailblazers in tokenization, and this expansion into the U.S. allows us to further utilize our platform and deep expertise." The company's founding team developed tokenized stock products in 2021 that platforms including Binance, FTX, and Bittrex offered to traders, with the company providing white-label infrastructure for trading partners through its European operations.
