Nasdaq Unveils Equity Tokenization Design: Underlying Logic and Compliance Evolution

Author: Eddie Xin, Chief Analyst, OSL Research Institute

Core Highlights: What exact product is Nasdaq planning to launch? How is it established from a compliance perspective? What stage has the current market infrastructure evolution reached?

I. Conclusion Summary: Not "Coin Issuance," but On-Chain Securities Infrastructure

Nasdaq's current initiative is not about issuing a conventional "stock token." Instead, it aims to reconstruct equity securities—which are regulated by existing U.S. securities laws and carry the same rights and obligations as original stocks—into a compliant format capable of on-chain registration, trading, and settlement.

The U.S. Securities and Exchange Commission (SEC) explicitly stated in its January statement: A tokenized security remains a security. The alteration of its technological format does not change its core security attributes.

Analyzing public rules and regulatory stances, Nasdaq's objective is to enable securities to operate in parallel within the exchange system in either a "Traditional form" or a "Tokenized form," rather than bypassing current securities laws to build a separate framework. Its implementation path is highly transparent:

• Regulatory and Clearing Framework: SEC securities law framework + Nasdaq rule amendments + Depository Trust Company (DTC) clearing system + On-chain records and wallet control.

• Short-Term Implementation Format: The underlying assets are most likely to be initially launched as regulated tokenized securities or tokenized security entitlements, rather than open "public-chain native U.S. stock tokens" circulating freely worldwide.

• Infrastructure Partnerships: According to a Reuters report on March 9, Nasdaq has partnered with Payward, the parent company of Kraken, to jointly develop tokenization infrastructure. The business core focuses on corporate actions, proxy voting, and shareholder engagement.

II. Core Judgment: What is the Underlying Financial Product?

Core Viewpoint: The underlying asset is essentially a compliant tokenized form of the stock itself, not an independent new crypto asset.

This can be analyzed through two critical dimensions:

1. Legal Dimension: It remains an equity security

The SEC has clarified that once a security is formatted as a crypto asset, it remains strictly subject to federal securities laws. If a tokenized security possesses substantially the same rights and characteristics as a traditional stock, it is legally classified as the same type of security.

2. Technological and Clearing Dimension

At this stage, the most feasible implementation path is not to directly "issue fiat stocks natively onto a public chain." A more pragmatic strategy is to first tokenize the holding and transfer records of regulated securities. Through exchange rules and clearinghouse arrangements, this data is integrated into on-chain settlement, registration, and shareholder service systems. Nasdaq's recent rule amendments lay the institutional groundwork for "enabling the trading of securities on the exchange in tokenized form."

（Nasdaq Equity Tokenization Three-Layer Framework）

III. How Does Nasdaq Achieve Breakthroughs in Compliance?

1. Strict Adherence to Existing Regulatory Frameworks

In its January statement, the SEC categorized tokenized securities into two types:

• Issuer-sponsored: The issuer itself or its authorized agent tokenizes the security.

• Third-party-sponsored: A third-party institution tokenizes securities issued by another entity.

The SEC reiterated that regardless of the model adopted, the on-chain format absolutely does not alter its fundamental attribute of being subject to U.S. securities laws.

2. Trading Mechanisms Must Embed into Existing Sovereign Exchange Rules

According to official SEC disclosures, the formal rule filing submitted by Nasdaq is titled "Enable the Trading of Securities on the Exchange in Tokenized Form." This explicitly indicates that its core objective is to "allow securities to be listed and traded on Nasdaq in tokenized form," rather than issuing entirely new assets outside the existing exchange system.

3. Core Objective: Reconstructing Shareholder Rights and Registration Systems

Reuters reported that Nasdaq's current proposal focuses on corporate actions, proxy voting, and shareholder interactions. This demonstrates that traditional mainstream exchanges are not merely interested in "on-chain price mapping," but rather in how to securely and compliantly integrate core foundational functions of the securities market—such as dividends and voting—into on-chain infrastructure.

IV. Market Status: Are There Mature and Successful Precedents?

Conclusion: "Similar products" exist in the market, but a truly mature "native listing version on a mainstream U.S. exchange" has yet to emerge.

Currently, tokenized stocks launched by platforms like Robinhood, Gemini, and Kraken have appeared in the European market. However, Reuters emphasized that Nasdaq is currently advancing a higher-specification upgrade of regulated market infrastructure, rather than simply replicating the mapping models of offshore markets. This means that while offshore markets have tested related products, implementing rules and infrastructure at the level of a mainstream U.S. domestic exchange is an industry first.

V. Macro Judgment: Why is This Step Crucial?

This development signifies that the core agenda of mainstream U.S. financial markets has substantially transitioned from merely discussing "whether stocks can go on-chain" to the practical stage of "what structure stocks should adopt when going on-chain."

What truly holds epoch-making significance is no longer a single Token itself, but the comprehensive reconstruction of the following core market infrastructures:

• Upgrading securities registration mechanisms

• Reshaping clearing and settlement models

• Transitioning shareholder voting and corporate action processing mechanisms on-chain

• Breaking through trading hours: Evolving from restricted traditional trading hours to a more continuous market structure

• Establishing a compliance connection layer: Building standardized compliance channels between securities businesses and blockchain networks

VI. Business Guidance

This also fully explains why Nasdaq chose to partner with Payward/Kraken to build underlying infrastructure instead of directly launching a retail-facing trading product.

This developmental trend is not simply bearish for crypto-native exchanges; rather, it directly squeezes "regulatory arbitrage-style stock token businesses" and serves as a long-term bullish signal for licensed platforms "capable of undertaking compliant tokenized securities infrastructure."

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