MBMC Observations: In-depth Analysis of U.S. Equity Tokenization – A Comprehensive Overview of Legal Frameworks and Regulatory Challenges
# Historic Turning Point: The Convergence of Traditional Finance and Blockchain
The integration of traditional finance and the blockchain world is standing at a historic critical juncture. A proposal from Nasdaq is like a stone thrown into a calm lake, which is highly likely to reshape the global capital market landscape in the coming decades.
In September 2025, the Nasdaq Stock Exchange officially submitted a highly influential rule change proposal to the Securities and Exchange Commission (SEC), requesting approval to introduce tokenized securities trading in the mainstream market. This move is undoubtedly regarded by the market as a landmark event for traditional financial giants to fully embrace blockchain technology. Meanwhile, the Senate added clauses to its cryptocurrency bill, explicitly clarifying that tokenized stocks still qualify as securities, thus ensuring their compatibility with the existing financial system. These developments clearly indicate that the tokenization of U.S. stocks is gradually moving from marginal exploration to the core of the mainstream financial system.
## Legal Framework: The Road to Blockchain Upgrade for Traditional Finance
### Core Essence of Nasdaq’s Proposal
The core of Nasdaq’s proposal focuses on rule amendments aimed at removing legal barriers to tokenized securities trading. According to the proposal, Nasdaq requests adjustments to existing rules to clarify the legal equivalence between tokenized securities and traditional securities. This means that stocks of industry giants such as Apple and Microsoft may in the future be traded and settled on Nasdaq in the form of blockchain tokens, without changing their legal status as securities.
The Senate added a key clause to the *Responsible Financial Innovation Act of 2025*, stipulating that stocks and other securities, even after being tokenized on the blockchain, will still be classified as securities. This clear definition effectively avoids the ambiguity in regulatory oversight between securities and commodities for digital assets. From the perspective of the legal framework, tokenized securities are regarded as digital representations of traditional financial instruments; they do not change the legal nature of stocks as securities, but instead use distributed ledger technology to improve the efficiency of trading and settlement. This "old bottle with new wine" strategy can both ensure compliance and fully leverage the efficiency advantages of blockchain.
### Regulatory Division: The Regulatory Landscape of SEC and CFTC
Under current regulations, tokenized assets are mainly supervised by different institutions based on their economic substance and functions. If they are classified as investment contracts or corporate equity, they will be regulated by the SEC in accordance with the Securities Act. The discussion draft of the CLARITY Act introduced the concept of "associated assets" to determine when digital tokens fall within the scope of securities regulation, providing clearer compliance guidance for market participants.
The SEC and CFTC released a joint statement in early September stating that under the existing legal framework, regulated exchanges are allowed to offer trading for some active crypto asset products. This statement is part of the SEC’s "Project Crypto" and CFTC’s "Crypto Sprint". SEC Chair Paul Atkins vividly compared this transformation to "the evolution from vinyl records to digital music", implying that tokenization will be the future development direction of the financial market.
2025 is regarded as the first year of the full outbreak of the Real World Assets (RWA) track. Since the beginning of the year, "asset tokenization" has become one of the biggest consensus in the blockchain and traditional finance sectors.
According to data from rwa.xyz, in the first half of 2025, the total Total Value Locked (TVL) of on-chain tokenized U.S. stocks rose to 530 million U.S. dollars, and the number of monthly active addresses soared to 70,000.
Despite the soaring market enthusiasm, tokenized U.S. stocks still face significant liquidity challenges. On July 3, 2025, the price of AAPLX, the token tracking Apple, once jumped to 236.72 U.S. dollars, a 12% premium over the then stock trading price. Similarly, the token tracking Amazon soared to 891.58 U.S. dollars on July 5, four times the closing price of the stock in the previous trading day. These abnormal trading phenomena expose the deep-seated problems existing in the current tokenized stock market: insufficient liquidity leading to price de-anchoring.
### Leading European Model
Globally, the competition for asset tokenization has kicked off. Europe is at the forefront. Backed Finance purchases real stocks through Interactive Brokers and deposits them in segregated accounts at Clearstream, Europe’s largest custodian institution. This model builds a real-world support for on-chain assets, ensuring that investors’ rights and interests will not be affected even if the issuer goes bankrupt.
In summary, the tokenization of U.S. stocks is an innovative leap in terms of technology, but a cautious "old bottle with new wine" in terms of law and regulation. Its future development not only depends on the maturity of blockchain technology, but also on the clarity of regulation, inter-agency collaboration, and the balance of investor protection. At present, the legislative process of relevant bills may still have variables due to political factors such as budget. Therefore, for all concerned parties, this is an area that requires continuous observation of policy trends.
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