Robinhood’s launch of tokenized shares tied to SpaceX and OpenAI has pushed a long-running industry debate back into view: a token that tracks a private company’s value is not necessarily equity in that company. The report’s conclusion is blunt. Buyers may get economic exposure, but they do not automatically get shareholder rights.
The piece was written by Boaz Sobrado and translated by AididiaoJP for Foresight News.
On July 1, 2025, OpenAI’s newsroom account posted a public warning saying, “These ‘OpenAI tokens’ are not OpenAI equity.” The company added that it had not partnered with Robinhood, had not participated in the arrangement, and did not endorse it.
The warning came one day after Robinhood unveiled more than 200 tokenized U.S. stocks for European users at an event in Cannes. The company also gave away stock tokens linked to two of the most sought-after private companies, SpaceX and OpenAI. Neither company had signed off on the offering. Within 48 hours, OpenAI told followers to be cautious. A week later, the Bank of Lithuania, Robinhood’s main regulator in Europe, said it was waiting for clarification on how those tokens had been structured.
SpaceX token holders do not directly own SpaceX shares
The report says the real issue lies in the legal and financial structure. Holding Robinhood’s SpaceX token does not mean holding SpaceX stock. What the buyer actually owns is a claim on units in a special purpose vehicle, or SPV, and that vehicle holds SpaceX preferred shares.
The OpenAI token goes a step further away from ordinary equity. It references a convertible note rather than stock. In either structure, the buyer ends up with little more than a number whose value moves with the company’s valuation. That is very different from being a shareholder in the usual sense.
There is no voting right, no name on the shareholder register, and no direct ownership interest in the company.
Industry founders say the product is about exposure, not ownership
Chan Ahn, founder and CEO of Tessera, works directly in this segment. Speaking on the On The Margin podcast, he said private markets are where the real wealth effect exists, but access has long been limited to the top 0.1% through paperwork, high minimum investment thresholds, and geographic restrictions.
His company sells tokens linked to private companies including SpaceX and prediction market Kalshi. Describing the purchase process, Ahn said, “There is no KYC process, and that is by design, not by oversight.”
He was just as explicit about what buyers are not getting: “You are not an actual holder of the private shares, so you do not have voting rights. Your name will not appear on the cap table, and things like that. But you do get economic exposure to the underlying company, and that is what matters.”
In plain terms, the report says, the buyer is purchasing price exposure rather than ownership.
Contractual claims are not the same as ownership tokenization
Chris Turner, co-founder of Kula, described the distinction in sharper terms. He said these products generally reference an asset or give the buyer contractual economic exposure to that asset’s upside, but the buyer does not own the asset itself. The owner remains the original asset holder.
Turner split the market into two models:
- the more common “contractual claim” model now seen across the market, and
- true “ownership tokenization,” where the token itself is the asset and holding the token means holding the asset.
He said genuine ownership tokenization “is actually starting to happen,” but most ordinary investors are still being offered the first model: a contractual right whose value follows the underlying reference asset.
Regulators have taken a similar position
Regulatory language cited in the report lines up closely with that view.
Natasha Cazenave, executive director of the European Securities and Markets Authority, warned in September 2025 that tokenized instruments “do not generally confer shareholder rights,” creating “specific risks of investor misunderstanding.”
Hester Peirce, the commissioner leading the U.S. Securities and Exchange Commission’s crypto task force, put it even more directly in a July 2025 statement: “Tokenized securities are still securities.” She added that blockchain has no magical ability to change the nature of the underlying asset.
The implication is straightforward. Putting a claim on-chain does not turn debt into equity.
An alternative model: let the issuer do it
Some builders argue that the answer is not to abandon tokenization, but to change who issues the instrument.
Edwin Mata, CEO and co-founder of Brickken, said brokers or third parties should stop wrapping someone else’s shares into offshore vehicles and selling those claims to investors. Instead, companies should issue regulated instruments themselves on-chain and within their own jurisdictions.
Mata founded the Barcelona-based company in 2020 after working as an M&A lawyer. He compared Brickken to Shopify for finance: “We are a tokenization-as-a-service company that allows any business to digitize financial instruments instantly, with no code and without dealing with any technical details.”
According to Mata, businesses can use the platform to tokenize equity, debt, bonds, commodities, gold, and real estate within their own legal jurisdictions.
Brickken says it has tokenized more than $660 million in assets across 40 countries. The report notes that this figure is self-reported and unaudited.
Mata argues that tokenization is not a wholly new invention, but an upgrade to securitization. In his words, “Tokenization comes from securitization. Basically, it upgrades what was already there.”
His preferred use case is less flashy than free SpaceX tokens. He pointed to short-term receivables, invoices, and factoring-style debt instruments because they are highly liquid and large in volume. That approach is much closer to the kind of infrastructure-level use case regulators have been more willing to accept.
The RWA market is growing, but the ownership question remains
The report argues that, whatever company ends up leading the field, the broader market is already moving toward more tokenized real-world assets.
BlackRock’s tokenized money market fund BUIDL went live in March 2024 and marked a moment when large institutions began taking the sector seriously. Robinhood’s own blockchain, built on Arbitrum technology, officially launched its mainnet on July 1, 2026.
Data from RWA.xyz shows that, excluding stablecoins, the transferable on-chain value of real-world assets has risen from about $8 billion in 2024 to roughly $26 billion to $32 billion now.
Bruno Caratori, co-founder and COO of crypto index manager Hashdex, said the real barrier is often not technology but understanding. In his view, people struggle to invest in what they do not understand, and they need to be able to explain to themselves why a specific asset or asset class should appreciate over time.
Mata is looking even further ahead. He said he expects “agentic capital markets,” where AI can automatically help issuers create tokenized products based on market value and demand. He added that the field will not remain a narrow blockchain niche, but will become embedded across the wider economy.
The market still comes back to one basic question
Every debate around tokenized shares eventually returns to the same point: does the product convey ownership, or only economic exposure to price movement?
On that issue, builders and regulators in the report arrive at a rare area of agreement. As Chris Turner put it, when the token itself is the asset rather than a claim on the asset, “you own the asset. That is different.”
For now, the report says, most so-called tokenized stocks in the market still fall into the latter category.
For buyers, the first task is to understand exactly what they are purchasing.