What Travels With the Token

12 November 2026. Figures and sources are as of the dates stated in the text.

Interest disclosure: T-OpenAI and T-Kalshi are tokenized loan participation rights providing economic exposure linked to those companies' pre-IPO valuations, each issued through a dedicated issuing subsidiary. T-SpaceX, issued through its own dedicated issuing subsidiary, provides economic exposure linked to SpaceX; following the SpaceX listing, the investment underlying T-SpaceX is being divested. Redemption opens only once a Redemption Start Date is announced, and as of 12 November 2026 none has been. Tessera's published terms also provide for a loan series providing economic exposure linked to Databricks' pre-IPO valuation, T-Databricks, through its own issuing subsidiary, and they describe the investment of each issuer, for SpaceX, Kalshi, OpenAI and Databricks, as "intended to be made". This piece discusses Databricks. The private-market access gap this piece describes is Tessera's business, and providing tokenized economic exposure linked to private companies' valuations is what Tessera does, so Tessera has a commercial interest in the case for it. T-Tokens provide economic exposure, not shareholder rights, and on the ownership comparison below they sit with the tokens that carry no rights. The companies T-Tokens are linked to are not party to them and have not consented to them. Robinhood's OpenAI tokens of 2025, Kraken's SpaceX xStock and Crypto.com's pre-IPO perpetuals on OpenAI, SpaceX and Anthropic give or gave exposure linked to the same companies as T-OpenAI and T-SpaceX; their forms are described below. Tessera issues no product referencing Anthropic, which this piece quotes, Galaxy, or any of the sixteen companies named below as objecting to OKXICE by 19 October, and none is planned; Anthropic competes with OpenAI, so Tessera's interest in how Anthropic's statement reads runs both ways. SpaceX, to which T-SpaceX is linked, is among the companies that had objected to OKXICE by 5 November. Tessera has no arrangement with OKXICE, OKX, ICE, Kraken, Backed, Superstate, Robinhood, BlackRock, Securitize, Franklin Templeton, Apollo, Janus Henderson, Anemoy, Galaxy, Crypto.com, Forge, Broadridge, Maple, Anthropic or Goldman Sachs. Tessera's founder previously worked at Goldman Sachs, JPMorgan and Credit Suisse, now part of UBS. T-Tokens have public token pages on OKX's Web3 DEX (read 12 November), a separate OKX product from the OKXICE venue discussed below; Tessera has no commercial, integration or incentive arrangement with OKX. Tessera also appears as a quote-asset category on StonkFun (stonkfun.xyz, read 6 November), a launchpad Tessera's founder has written about; Tessera has no commercial, integration or incentive arrangement with StonkFun or Raydium. Tessera, and entities under its control, hold related exposures. Read what follows with that in mind.

Tessera CEO, Chan Ahn, wrote in July that tokenization would blur, and in the end merge, private and public markets. Convergence, in that sense, means private assets gaining what public ones already have: a wider base of holders, a secondary market that works and, eventually, a price that someone outside the room can use. We think that is under way and that tokenization can do much of the work. The case is stronger, though, when it is honest about what a token does not carry on its own.

A token can carry an asset's rules, its record and its settlement. With those, a private asset can be held in smaller pieces by more people, and, where the company writes its transfer rules into the token, it can change hands without the administrative part of a process that now takes weeks. Four things do not come with the token by default: disclosure, the issuer's consent, a reference price, and a clear answer to what the holder can claim if the token's issuer fails. Much of investor protection lives in those four. The benefits reach investors safely only when they travel with the token as well.

How US Private Markets Opened in Steps

The US route from private placement toward something closer to a market was built a piece at a time, and most of the pieces were for institutions and wealthy individuals. Rule 144A, in 1990, let large institutions trade privately placed securities among themselves (SEC Release 33-6862, April 1990). The JOBS Act of 2012 raised the number of holders of record a company with more than $10 million of assets can have before it must register, to 2,000, or 500 who are not accredited (Pub. L. 112-106, 5 April 2012). Rule 506(c) let issuers advertise a private offering from 23 September 2013, on condition that every buyer is a verified accredited investor (78 Fed. Reg. 44771). In 2020 the SEC widened the accredited-investor definition to take in holders of certain professional certifications (SEC press release 2020-191, adopted 26 August; 85 Fed. Reg. 64234, effective 8 December 2020).

The most recent steps are still proposals. An executive order of 7 August 2025 directed the Labor Department and the SEC to look again at alternative assets in 401(k) plans (Executive Order 14330). The Labor Department proposed a rule on 31 March 2026 (91 Fed. Reg. 16088), and as of 6 November we could find no final rule in the Federal Register. On 30 September 2026 the SEC proposed changes that it described as expanding "responsible retailization of private markets" (press release 2026-96). Neither is yet a rule.

Europe and the UK took a different route to the same end, through fund wrappers: the UK's Long-Term Asset Fund, in force from 15 November 2021 (FCA PS21/14), and the revised European Long-Term Investment Fund, applying from 10 January 2024 (Regulation (EU) 2023/606).

Meanwhile companies have been listing later. The median US company going public was eight years old in the 1980s and nine between 1990 and 1998, fell to five in the 1999-2000 bubble, and was eleven across 2001 to 2025, with a median of twelve in 2025 alone (Jay R. Ritter, University of Florida, IPO data updated December 2025). Domestic companies listed in the US fell from 8,090 in 1996 to 3,908 in 2025 (World Bank, from World Federation of Exchanges data). Mergers and delistings account for part of that decline, so it does not measure companies staying private alone. Chan Ahn put the consequence in July: "The larger access gap sits before the listing."

The pool of private capital grew over the same years. Private-markets assets under management reached $13.1 trillion at 30 June 2023, having grown "nearly 20 percent per annum since 2018" (McKinsey, Global Private Markets Review 2024, on Preqin data). For private credit alone the figure depends on the definition. The Financial Stability Board's narrow measure put direct lending at $1.5 trillion to $2 trillion at the end of 2024 (report of 6 May 2026), while a broad one put assets under management at $3.5 trillion (AIMA and ACC with Houlihan Lokey, 9 December 2025). We give both because the gap between them is a matter of definition.

Access for Individuals, Liquidity for Institutions

Institutions have been raising their allocations for decades. The target allocation of US public pension plans to alternatives went from about 10% in 2001 to about 30% in 2021 (Center for Retirement Research at Boston College, issue brief 26-18, September 2026). US college and university endowments, dollar-weighted, held 54.1% in alternative and other strategies at 30 June 2025 (NACUBO-Commonfund Study of Endowments, public summary tables). Individuals are a long way behind. McKinsey put the average allocation to private markets at 27% for institutional investors and 6% for non-institutional ones (Global Private Markets Review 2024, March 2024; the institutional figure from CEM Benchmarking), and Bain estimated that individuals hold about half of global assets under management but 16% of alternative-fund assets (27 February 2023).

The two groups face different problems. Chan Ahn wrote in August that the constraint actually breaking is access and that its beneficiary is retail, "not because retail is more deserving, but because institutions never had an access problem to solve." Institutions already have access. Their problem is liquidity: capital committed for the life of a fund to assets that take longer to sell. Individuals face an access problem first, and a liquidity problem the moment they solve it.

Slow Exits and the Secondary Market

Institutional illiquidity has produced a market of its own, and Jefferies traces the recent selling by limited partners to exits. "LACK OF DISTRIBUTIONS CONTINUES TO DRIVE SUPPLY," it wrote in July, explaining that the annual distribution yield from limited partners' portfolios "stayed near 10% in H1 2026 and has remained below 20% since the beginning of 2023 (as compared to a historical average of 25% since 2001)." Global secondary volume on Evercore's series was $37 billion in 2016 and $134 billion in 2021. For 2025 the two firms put it at $226 billion to $240 billion, and for the first half of 2026 at $118 billion to $121 billion, a first-half record, with GP-led deals the majority (Evercore and Jefferies, July 2026). They count differently, so both figures are given. Semi-liquid evergreen funds, one of the main routes for retail money, hold about $500 billion (Evercore, July 2026).

Secondary liquidity also makes staying private easier to choose. Chan Ahn wrote in July that "A private company with access to secondary liquidity and continuation capital has no forcing function to go public." The chief executive of Databricks, interviewed on Bloomberg Television in June, treated his company's timing as a question of which year, and said he still wants a listing to "create a market transaction mechanism for our employees": "We will be a public company. I just think this is a terrible year to go public." (Bloomberg News, 4 June 2026.) For Databricks, secondary liquidity has bought time without replacing a market.

Trading in the shares of individual private companies remains slow and gated. Forge reported that transactions on its platform in 2024 took an average of 42 days to close, with a standard minimum of $100,000 (Forge Global 10-K, filed 6 March 2025). Forge does not break the 42 days down, but permissions can account for much of them. The model right-of-first-refusal agreement published by the US venture industry gives the company 15 days to decide whether to buy the shares itself and its investors a further 10 days (NVCA model agreement, updated April 2026); actual terms vary by company.

Prices are also hard to read. Forge's median trade in August 2026 was 3% below the last funding round, while its 10th percentile was 87% below, and Forge explains: "Several of the companies in the 10th percentile have not raised since 2021, leading to stale primary round valuations" (Forge, Private Market Update, 22 September 2026). In September the median was 9% below and the 10th percentile 51% below, a shift at the tails that Forge says can reflect which companies happened to trade that month (Forge, Private Market Update, 26 October 2026). A funding round five years old is not a reference price, yet for some private companies it is the only one available.

What Tokenization Can Do

Speed is not the main benefit. Chan Ahn wrote on LinkedIn on 29 July, in Going Public by Degrees, that "Settlement speed is the most-cited benefit and the least important one." For the person holding a private asset, Chan still thinks so. As a statement about the system it was too broad, as Tessera's Time Equals Risk, first published on 9 November (republished here on 11 November), set out: in a stress week, time spent unsettled is exposure. Speed also costs something. Instant settlement, run on a gross basis as current token arrangements tend to run it (BIS and CPMI, October 2024), gives up netting, and netting cuts the US equity clearing house's daily settlement payment obligations by an average of 98% (SEC, Release 34-96930, February 2023, citing DTCC).

The benefits that matter for private assets lie elsewhere, and most of the working examples so far are listed assets or funds. For a private company, every one of them depends on the company taking part, which is why issuer consent comes up again below, among the things that have to travel with the token.

The first is that a token can be held and moved in any size, so a minimum becomes a choice rather than a cost of administration. Franklin Templeton's tokenized money-market fund BENJI, a US-registered fund, sets a minimum initial purchase of $20 for most accounts (summary prospectus, 1 August 2026) and has 1,141 holders. Janus Henderson Anemoy's tokenized Treasury fund JTRSY, open to non-US professional investors, has 31. BlackRock's tokenized fund BUIDL has 101, and ACRED, Securitize's tokenized feeder into an Apollo credit fund, has 45 (RWA.xyz asset pages, displayed values, read 6-7 November 2026). The eligibility gate, more than the token, sets those counts. Chan Ahn wrote on 28 October about a tokenized credit fund whose token carried a private-placement gate that the fund's own registered share class does not have, and called that gate "a choice of legal route, not a property of tokens." What the token changes is the cost of recording and moving a small holding, and that matters most where the gate has opened.

Where there is no gate at all, the holder base is large. RWA.xyz shows about 4.75 million addresses holding tokenized stocks (read 6 November 2026). Addresses are not people, and many of those tokens are custodial wrappers offered outside the US, among them Kraken's xStocks, whose pages say they convey no shareholder rights. Chan Ahn wrote on 21 October that the count had stopped rising and that monthly active addresses had fallen by more than half in thirty days, though they rose 31% in the week to 20 October. The count has since grown again, by 8.22% over thirty days on the page at the time of writing, while monthly active addresses are down 81.44% over the same thirty days, to 442,399. In that market access has arrived before the protections. T-Tokens do not appear on RWA.xyz, so none of these counts includes them (checked 6 November).

The second is that a token can carry the rules for who may hold it and who may receive it, and check them at the moment of transfer instead of through a manual approval before each trade. A venue can already require this. OKXICE, whose notice of 5 November is the latest we have read and still describes the trading it "will make available", says that "Only wallets holding a valid soulbound token ('SBT') issued by OKXICE TSV ... may trade in or provide liquidity to an AMM Liquidity Pool ..." A token contract could go further, if the company takes part, and carry the company's transfer restrictions, a right of first refusal or a holding period wherever the token goes. T-Tokens do not. They belong to the second of the two camps described below and carry no company's transfer rules.

The third is a single record that settles when the asset moves. When Galaxy put its own shares on-chain, its transfer agent, Superstate, "records legal ownership onchain in real time as tokens are transferred" (Galaxy 8-K, Exhibit 99.1, 3 September 2025), so the register and the trade become one event. Institutions already run funding on distributed ledgers at scale. Broadridge says its Distributed Ledger Repo "processed an average of $345 billion in daily repo transactions during October, with volumes totaling $7.6 trillion" (Broadridge, 6 November 2026), on Canton, which it calls "a privacy-enabled blockchain network connecting financial institutions" (Broadridge, Distributed Ledger Repo product page, read 9 November 2026). That improves the plumbing for institutions that already hold the asset. It does not widen access.

The fourth is trading that need not wait on a back office. OKXICE says its venue "will operate 24 hours per day, seven days per week." For an asset whose secondary trade now takes weeks, the hours matter less than what happens when the company has written its transfer rules into the token: a buyer and a seller who meet those rules can complete when they agree, without a separate process afterwards. A token that carries a right of first refusal also carries its waiting period, unless the company chooses to shorten it.

The fifth is a possible route to a price, and on its own trading does not supply one. Chan Ahn wrote in July: "On-chain markets had been forming prices around SpaceX exposure for months before the opening bell." By September Chan had put it more carefully, answering crypto.news: "An AMM with no external reference is not discovering a price; it is reflecting the flows of whoever happens to be trading it that day." A market that many more people can reach is one route to a price that someone outside the room can use, but only if information travels with the token. Without it, the same problem simply grows. Chan also separated liquidity from price in July: "Tokenisation can replicate the liquidity functions; that is precisely what the blurring is." The holder counts so far, mostly on funds and listed stock, show that capability more than they show a market.

The Forms Tokenization Takes

Five forms are common, and they differ in what the holder actually has. Three are the forms of tokenized stock Chan Ahn described to crypto.news on 11 September; the other two matter for private assets.

In the first, a fund issues its units as tokens. BUIDL launched with Securitize on 20 March 2024; BENJI is a US-registered money-market fund; JTRSY is a British Virgin Islands professional fund; and ACRED, launched on 30 January 2025, is a feeder into an Apollo credit fund (RWA.xyz asset pages, read 6-7 November 2026). In the second, the holder owns part of a special purpose vehicle that holds a private company's shares. The holder does not own the company, and the vehicle's own holding is only as good as the company's transfer rules allow.

The third is a custodial wrapper of listed shares, where a custodian holds the shares and the token tracks them. Kraken's xStock pages say each token is "backed 1-1 by real ... shares, held by a third-party custodian", and that "holding tokenized equities does not convey any shareholder rights." (read 6 November 2026). The fourth puts the share itself on-chain. Galaxy's tokenized shares "are not derivatives or representations; they are Galaxy Digital Class A Common Stock, with all the rights that confers." (Galaxy 8-K, Exhibit 99.1, 3 September 2025).

The fifth is a contract, or synthetic exposure, that pays on a price without the holder owning the asset. A Robinhood spokesperson told TechCrunch that Robinhood's EU tokens of OpenAI gave exposure "through Robinhood's ownership stake in a special purpose vehicle (SPV)", which TechCrunch read as Robinhood owning part of a vehicle that held OpenAI shares. Robinhood's help center, as TechCrunch reported, describes its stock tokens as "tokenized contracts that follow their price, recorded on a blockchain." OpenAI's newsroom account responded: "These 'OpenAI tokens' are not OpenAI equity. We did not partner with Robinhood, were not involved in this, and do not endorse it." It added that any transfer of OpenAI equity requires OpenAI's approval and that it had approved none (TechCrunch, 2 July 2025). T-OpenAI, too, is linked to OpenAI's valuation without OpenAI's consent, as the disclosure above states, and its holders have no claim against OpenAI. Crypto.com describes its pre-IPO perpetuals as "synthetic derivatives that reference valuations of real world private companies; they do not grant equity interest, voting rights, dividends, direct claims to the shares or any other economic ownership of the underlying private companies." (Crypto.com product news, 12 May 2026).

T-Tokens should be described by what their holder has. Under Tessera's terms, a holder makes a stablecoin loan to an issuing subsidiary, with recourse limited to the proceeds of a Liquidity Event that the issuer actually receives and no proprietary interest in the underlying investment. Tessera's documentation says the loan is unsecured and has "no fixed maturity date and no guaranteed timeline", and that "Total loss of principal is possible" (Tessera Terms, revised 29 October 2026; docs.tessera.pe, read 6 November 2026). The companies T-Tokens are linked to are not party to them and have not consented to them. T-Tokens are tokenized loan participation rights providing economic exposure; they do not provide equity ownership, voting rights or direct shareholder status. Tessera's terms exclude persons in the US and other Excluded Jurisdictions, as well as U.S. persons as those terms define them, and T-Tokens are not available to them on any venue.

On ownership the industry is divided. Chan Ahn described the split on LinkedIn on 28 September, in Something That Moves: "The tokenisation industry split two ways. One camp put the registered share itself on-chain: verified rights, holders checked in advance, transfers restricted to approved wallets. The other built tokens that give economic exposure and that eligible holders can keep in any wallet and move freely. Tessera is in the second camp." The custodial form sits between the two and can carry the rights if the custodian passes them through. The SEC's exemption of 17 September covers both the issuer's own token and that custodial middle, provided holders receive the same rights, and it excludes synthetic tokens (Release No. 34-106402). Chan Ahn wrote of T-Tokens on 19 October: "As I read the order, which covers tokenised NMS stock, neither this exemption nor its veto reaches them." The point cuts both ways, since the order gives them no permission either.

The SEC staff's statement of 28 January 2026 draws its line elsewhere, between issuer-sponsored tokens and third-party ones, and divides the third-party side into custodial and synthetic. On that line a custodial token counts as third-party but can still carry the rights. Whether the rights reach the holder settles what the holder has when something goes wrong, or, as Chan's 28 September piece put it, "Rights are what you have when something goes wrong."

That piece also argued a separate point about adoption: "I think retail adoption of tokenised assets is coming through convenience, not through rights-first design." Chan Ahn still thinks that holds for adoption, although on 21 October Chan scored that test and called it "unproven" whether these holders amount to adoption "rather than balances left behind". This piece concerns what protects a holder once in, and both answers can be true at once.

Listed Stock Went First on the New Venues

Size does not explain it. On RWA.xyz's distributed figures (read 6 November 2026, the pages' charts dated that day), tokenized US Treasuries stand at $14.24 billion, tokenized credit at $8.21 billion and tokenized stocks at $3.69 billion, with private equity and venture capital together at $2.21 billion. Listed stock is nonetheless the first asset the SEC has exempted for trading on the tokenized securities venues created by its 17 September order. Our reading is that the hard parts already exist for listed stock. A listed share has a public price, quarterly disclosure, a transfer agent and a central depository, and a token of it needs new rails plus, as the SEC's conditions show, a way to preserve the holder's rights and the company's say. Another reading is just as available: listed stock is where exchange rules bind hardest, so it needed the exemption first. Chan Ahn's July version was shorter: "A tokenised IPO changes the rails, not the rules."

The regulatory sequence began with stablecoins, through Congress: the GENIUS Act was signed on 18 July 2025 (White House fact sheet). At the SEC, a Crypto Task Force was formed on 21 January 2025 (press release 2025-30), and the chairman launched "Project Crypto" on 31 July 2025 (speech of that date). On 11 December 2025 staff gave the Depository Trust Company no-action relief for a tokenization pilot limited to Russell 1000 stocks, Treasuries and index ETFs (no-action letter of that date). Three divisions issued a statement on tokenized securities on 28 January 2026. On 17 September 2026 the Commission exempted trading in tokenized listed stock on new venues, which the order calls tokenized securities venues, or TSVs (Release No. 34-106402). The chairman described it this way: "The Innovation Exemption, while temporary, would allow TSVs to trade tokenized NMS stock in a permissioned environment today while the Commission considers the need for additional action to facilitate onchain trading." (press release 2026-90).

The company keeps a say even there, because under the exemption a company can stop a venue from trading a third party's token of its shares. OKXICE is the first venue we have found to have named the stocks it intended to trade, in a notice of 4 October, and Chan Ahn wrote on 19 October about the nine companies that had objected by its notice of 15 October. Its notice of 19 October named sixteen, adding Goldman Sachs, Microsoft, Qualcomm, Caterpillar, McDonald's, Western Digital and Alphabet, and its statement of what it will make available for trading now includes tokens made by the issuer itself, which earlier notices had listed only as a possibility. Its notice of 5 November, which we read on 6 November, names sixty-seven, SpaceX among them.

Tokenized credit has grown in the meantime without a public price or quarterly disclosure. That growth shows demand for on-chain yield, much of it from lending pools rather than direct lending. It argues for building those missing parts. It does not show that they are unnecessary.

What Has to Travel With the Token

Issuer consent comes first. Private companies control who may hold their shares. Anthropic, which has filed to list but has not yet listed, tells investors that "Any sale or transfer of Anthropic stock, or any interest in Anthropic stock, that has not been approved by our Board of Directors is void and will not be recognized on our books and records". It says it does not permit special purpose vehicles to acquire its stock, and warns that a third party claiming to sell Anthropic shares to the general public, whether through direct sales, forward contracts, tokenized securities or other mechanisms, "is likely offering an investment that may have no value due to our transfer restrictions." (Anthropic support article, first published 11 February 2026, updated 29 June 2026). Of closely held companies that keep their own registers, Chan Ahn told crypto.news on 11 September: "A token cannot move what the register will not record." T-Tokens do not pass through any company's register. That is the trade-off the second camp makes, and it is why issuers in the loop appear on the list of missing pieces below.

Eligibility and resale rules stay in force. A private placement can be sold only to the buyers its exemption allows and resold only through another exemption, and restricted securities carry holding periods of six months or a year before public resale, depending on whether the issuer reports (Rule 144(d)). A token can enforce those rules but cannot remove them. Nor does it lift the threshold the JOBS Act set for a private company's own shares: beyond 2,000 holders of record, or 500 who are not accredited, a company generally has to register. That is one reason the forms that reach many holders place a vehicle, a contract or a loan in between, and one reason their holders' claims are weaker.

Disclosure, in our view, matters most. Writing in September about Databricks' Form D, Chan Ahn said: "Here is what it does not collect: the price. The valuation. The identity of a single buyer." The same piece went on: "That is not an oversight and it is not evasion. The form is a notice that an exempt offering has happened, filed so the Commission knows it happened. It was never designed to tell anyone what a private company is worth." That view stands. Tokenization raises the question of what has to accompany an instrument once it is held more widely than the accredited buyers the form was built around. As Chan wrote in July: "What tokenisation cannot replicate is disclosure. There is no 10-Q for a private company, and no token structure manufactures one."

A reference price depends on disclosure. Without it there is only the last round, a fund's own mark or the flows in a pool, and Forge's stale 2021 rounds show how far those can drift.

So does the holder's claim. A third party's token adds a counterparty, and SEC staff described the consequence: "holders of the crypto asset may be exposed to risks with respect to the third party, such as bankruptcy, to which a holder of the underlying security would not necessarily be exposed." (Statement on Tokenized Securities, 28 January 2026). That applies to the third-party forms above, meaning the vehicle, the custodial wrapper and the contract, and, on our reading, to T-Tokens, whose holders depend on the issuing subsidiary.

Liquidity does not follow from the ability to trade. One study of tokenized real-world assets found that "most RWA tokens exhibit low trading volumes, long holding periods, and limited investor participation" (Mafrur, arXiv preprint, August 2025; arXiv now gives a journal reference, FinTech, 2026, which we have not read). The retail wrappers that do exist are being tested in both directions. Jefferies reports "net inflows from retail evergreen vehicles" in the first half of 2026, but also "elevated redemptions across the evergreen capital pool", that "several managers activated standard 5% NAV gating mechanisms to manage outflows", and "widespread BDC and private credit redemptions" (July 2026). The Financial Stability Board has warned that the "retailisation" of private credit "could increase potential vulnerabilities related to liquidity mismatches" (6 May 2026).

What Exists and What Is Missing

Much of the infrastructure is already in place. There are public blockchains that settle, regulated stablecoins to settle in, and tokenized money-market and Treasury funds. Some of the largest managers offer fund tokens to accredited and qualified buyers. Wrappers and contracts on listed and pre-IPO names are offered outside the US. A few companies have chosen to put the share itself on-chain through registered transfer agents. The US has an exemption for tokenized listed stock, permissioned and limited in how much each token can trade, that runs to 17 September 2031 (Release No. 34-106402). Outside the US there are the EU's DLT Pilot Regime, applying since 23 March 2023, the UK's Digital Securities Sandbox, due to run to 8 January 2029, and Singapore's Project Guardian.

Five pieces are missing, and each needs help from someone other than token platforms. The first is a disclosure standard that travels with the token. Of the SEC's "same rights and privileges" test, Chan Ahn wrote on 28 September: "I would rather see it offered as a disclosure standard any venue can display. I should say plainly that a disclosure standard is easier for products like Tessera's to meet than a gate would be." Chan still holds that view, and the admission still applies. The second is issuers in the loop: a way for a private company to consent to, or sponsor, a token of its own securities, to write its transfer rules into it, and to send information to its holders. That needs companies and transfer agents as well as platforms. The third is a plain statement of the holder's claim, saying what the holder has, against whom, and what happens if the token's issuer fails, shown in the same place as the price. The fourth is reference prices, meaning independent valuation, with prices labeled as indicative where that is what they are.

The fifth is a retail route for private securities. Tokenized private securities are already sold to accredited investors under the private-placement exemptions and trade among them on broker-dealer alternative trading systems. ACRED's qualifying investors can participate "exclusively via Securitize Markets, LLC", which "also operates Securitize Markets ATS, an alternative trading system." (Apollo and Securitize announcement, 30 January 2025, read 7 November 2026). The 17 September order, which lets on-chain venues operate without registering as exchanges, covers tokenized listed stock. It admits stablecoins and tokenized money-market funds only as the other side of a trade in that stock, and private securities not at all, though its comment questions ask: "Should the TSV Exemption be modified to permit a TSV to trade securities other than Tokenized NMS Stock?" The chairman's statement on the SEC's private-markets proposals of 30 September does not mention tokens. So far the two tracks have not met.

Our Reading of What Comes Next

What follows is a reading, not a forecast, and nothing the SEC has published commits it to this order. The chairman's statement on the 2026 agenda said it "includes a proposal to better facilitate retail investor participation in private markets while preserving their protection with appropriate safeguards" (7 July 2026), and the proposals followed on 30 September. The 17 September order asks whether its own scope should widen. If the two tracks meet, we think private credit comes before private equity, for three reasons.

Tokenized credit is already more than three times the size of tokenized private equity and venture capital on RWA.xyz's figures. Much of it is lending by on-chain pools rather than the direct lending the Financial Stability Board measures: the largest manager of tokenized credit by distributed value is Maple Protocol Pool Operations, which RWA.xyz describes as running institutional lending pools, at $1.19 billion. The private-equity figure is concentrated too, with its three largest assets making up about 72% of the $2.21 billion. Credit's cash flows are contractual rather than dependent on an exit. And regulators are already scrutinizing private credit, which could slow it as easily as speed it. Private equity would come later because issuer consent bites hardest there. On that distinction between contractual cash flows and dependence on an exit, T-Tokens, tokenized loan participation rights paid only from a Liquidity Event's proceeds, if any, sit with the exit-dependent assets, although they are not equity.

None of this makes private credit the easy case. Writing on 16 October about AI-chip loans moving into insurers' portfolios, Chan Ahn said: "Every new holder makes the market look deeper. It does not make the risk smaller." Tokenizing private credit widens the holder base for exactly that kind of risk, so disclosure matters more there.

What Would Show This Reading Wrong

The strongest point against the argument is that the secondary market reached a record without tokens, and the evergreen fund was built without them. The SEC's own private-markets package of 30 September works through interval funds, performance fees and accredited-investor credentials, with no role for tokens. Access may converge through fund wrappers and rule changes, with blockchains as a detail.

The access case will have been answered against us if, a year from now, tokenized private-company and private-fund products open to non-institutional holders still count their holders in the hundreds per product on RWA.xyz's measures, or show holders without activity. The current figure is 6,889 holders across its 44 private-equity and venture-capital assets, about 157 each (read 6 November), and a single large product can move it. RWA.xyz does not track T-Tokens, so the test leaves out Tessera's own products. The sequence is wrong if the SEC widens its exemption to private-company stock before credit, or if tokenized credit stalls while private-equity tokens grow.

Where Tessera Sits

A token can carry an asset's rules, its record and its settlement. For listed assets and funds that is already working, and private markets can have the same advance once issuers take part. Whether it reaches investors safely depends on what travels with it: what investors are told, what they can claim, who has agreed to let them hold it, and whether they can get out on the terms they were shown. On that test T-Tokens offer one of the four, a stated claim in the form of a limited-recourse loan to the issuing subsidiary. The companies they are linked to have not agreed to them and do not inform their holders. T-Tokens are also not available in the US or other restricted territories, so the wider access this piece describes is not something Tessera's own products offer there. The case for carrying disclosure, consent, a reference price and a clear claim with the token stands regardless of any single issuer's eligibility map.

Sources: SEC Release 33-6862 (Rule 144A), April 1990; SEC, Release No. 34-96930 (T+1), 15 February 2023; BIS and CPMI, Tokenisation in the context of money and other assets: concepts and implications for central banks, October 2024; Jumpstart Our Business Startups Act, Pub. L. 112-106, 5 April 2012; SEC, Rule 506(c) adopting release, 78 Fed. Reg. 44771, effective 23 September 2013; SEC press release 2020-191, 26 August 2020, and 85 Fed. Reg. 64234, 9 October 2020; Executive Order 14330, 7 August 2025, 90 Fed. Reg. 38921; Department of Labor, proposed rule, 91 Fed. Reg. 16088, 31 March 2026 (Federal Register searched 6 November 2026); SEC press release 2026-96, 30 September 2026; FCA PS21/14, October 2021; Regulation (EU) 2023/606; 17 CFR 230.144(d). Jay R. Ritter, "Initial Public Offerings: Median Age of IPOs Through 2025", University of Florida, December 2025; World Bank, World Development Indicators, listed domestic companies (WFE data), updated 8 October 2026. McKinsey, Global Private Markets Review 2024, March 2024; Financial Stability Board, Report on Vulnerabilities in Private Credit, 6 May 2026; AIMA and ACC, press release, 9 December 2025; Center for Retirement Research at Boston College, issue brief 26-18, September 2026; NACUBO-Commonfund Study of Endowments FY2025, public summary tables (allocations at 30 June 2025); Bain & Company, Global Private Equity Report 2023, 27 February 2023. Jefferies, Global Secondary Market Review, July 2026; Evercore, H1 2026 Secondary Market Review, July 2026; Forge Global Holdings, Form 10-K for 2024, filed 6 March 2025; Franklin OnChain U.S. Government Money Fund, summary prospectus, 1 August 2026; Broadridge, press release of 6 November 2026, and Distributed Ledger Repo product page, read 9 November 2026; Forge, Private Market Updates, 22 September and 26 October 2026; NVCA model Right of First Refusal and Co-Sale Agreement, updated April 2026. Bloomberg News (Caroline Hyde, Ed Ludlow and Dina Bass), "Databricks CEO Plans to Avoid IPO During Year of Huge Offerings", 4 June 2026. RWA.xyz, app.rwa.xyz, home, treasuries, credit, stocks, private equity and venture capital, and asset managers pages, and asset pages for BENJI and JTRSY, displayed values, read 6 November 2026, charts dated 6 November 2026 (RWA.xyz gives no time zone); OKXICE TSV public notices of 4, 8, 15 and 19 October and 5 November 2026, okx.com/en-us/okxicetsv, the last read 6 November 2026; OKX Web3 DEX token pages for the three T-Token mints, read 12 November 2026; Galaxy Digital, Form 8-K, Exhibit 99.1, 3 September 2025; Kraken xStocks pages, read 6 November 2026; TechCrunch (Maxwell Zeff), "OpenAI condemns Robinhood's 'OpenAI tokens'", 2 July 2025, read 21 October 2026; Crypto.com product news, 12 May 2026, read 6 November 2026; StonkFun homepage, stonkfun.xyz, read 6 November 2026; Tessera Terms and Conditions, terms.tessera.pe, Date Last Revised 29 October 2026, and "How do T-Tokens Work?", docs.tessera.pe, read 6 November 2026. White House fact sheet on the GENIUS Act, 18 July 2025; SEC press release 2025-30, 21 January 2025; SEC Chairman Paul S. Atkins, speech of 31 July 2025, statement on the 2026 regulatory agenda, 7 July 2026, and statement at the open meeting of 30 September 2026; SEC Division of Trading and Markets, no-action letter to The Depository Trust Company, 11 December 2025; SEC Division of Corporation Finance and others, Statement on Tokenized Securities, 28 January 2026; SEC Release No. 34-106402, 17 September 2026, and press release 2026-90; ESMA, DLT Pilot Regime; Bank of England, Digital Securities Sandbox; Monetary Authority of Singapore, Project Guardian. Anthropic, support article 13704655, first published 11 February 2026, updated 29 June 2026, read 12 November 2026; Anthropic, PBC, Form S-1/A (Amendment No. 2), filed 10 November 2026, and SEC EDGAR submissions list, checked 12 November 2026. Mafrur, arXiv 2508.11651, August 2025 (preprint; arXiv, read 6 November 2026, lists a journal reference, FinTech 2026, 5(3), 62, which we have not read). Chan Ahn, LinkedIn, quoted from those originals: "Record on the Headline, Thin Underneath", 27 July 2026; "Going Public by Degrees", 29 July 2026; "Count Holders, Not Dollars", 12 August 2026; "The Form Does Not Ask", 23 September 2026; "Something That Moves", 28 September 2026; "Spread, Not Shed", 16 October 2026; "Nine Said No", 19 October 2026; "Scoring My Own Test", 21 October 2026; and "The Token Chose the Gate", 28 October 2026. Tessera, "Time Equals Risk" (first published 9 November 2026, republished at blog.tessera.pe on 11 November 2026). Chan Ahn's answers to crypto.news, 11 September 2026, as published by crypto.news.

This is market commentary, not investment advice. It is not a recommendation to acquire, hold or redeem any Tessera product, to use any platform mentioned, or to take or avoid exposure to any asset mentioned.

T-Tokens are tokenized loan participation rights, not equity. High risk. DYOR. Not financial advice. Not available in the US or other restricted territories. tessera.pe/terms