Author: Jae, PANews
On September 8, Andy, the founder of The Rollup, revealed that a large fund has received the SEC's "green light" to allow its fund shares to be tokenized and put on-chain.
Coincidentally, the SEC's latest regulatory documents indicate that ARK is applying to modify its exemption order. If approved, it will become the first large asset management firm in the U.S. to launch tokenized securities based on a case-by-case exemption.
This action reflects the subtle evolution of digital asset regulation in the U.S.: the SEC's universal "innovative exemption" framework for tokenized securities is still struggling to produce results, while allowing leading firms to test pilot through case-by-case exemptions. Previously, asset management firms entering the RWA field primarily issued on-chain tokenized assets; now, they are directly turning the fund shares they manage into on-chain, registrable, and transferable tokenized securities.
The integration of traditional capital markets and on-chain markets is approaching a new critical point.
ARK applies for case-by-case exemption to move fund shares on-chain
This market trend is not baseless. According to an official document released by the SEC on August 24, ARK Venture Fund and ARK Investment Management formally applied to modify their previous exemption order.
As early as last year, ARK obtained related exemptions from the SEC that allowed it to adopt a multi-class fund share structure (Multi-Class Structure); however, at that time, the design did not include listing shares on exchanges or planning for a secondary trading market.
The main upgrade of this application is the addition of two major share classes: one is the "Exchange Class" that can be listed on national securities exchanges; the other is "Tokenized Class," which uses distributed ledger technology (DLT) to record ownership. This is a key focus of the application.
According to the design in the application document, tokenized shares can be traded through regulated alternative trading systems (ATS) and can also circulate through other quoting mechanisms, allowing for peer-to-peer transfers between qualifying wallets.
However, the prerequisite for unrestricted circulation is strict compliance: the fund and its transfer agent must complete KYC/AML (Know Your Customer/Anti-Money Laundering) reviews for wallets holding tokenized shares, allowing only whitelisted wallets to hold related assets.
In fact, this design is building a "regulated on-chain securities market": integrating the legal rights, transfer registration, compliance review of traditional funds with the blockchain's account system and settlement capabilities.
It should be made clear that tokenized shares fundamentally remain traditional fund shares, classified as securities. In this, blockchain primarily assumes infrastructure functions such as ownership recording and transfer. The SEC has already determined: tokenization itself does not change the legal attributes of securities.
Theoretically, these on-chain fund shares may in the future be integrated with stablecoins, lending protocols, and other on-chain financial products, deriving financial combinations that traditional markets find difficult to achieve.
However, risks also exist: traditional funds redeem shares based on daily net asset value (NAV), while the price of tokenized shares in the secondary market may deviate from the fund's NAV. ARK also stated in the application document that the transaction prices in exchanges, ATS, or peer-to-peer transactions may differ from the fund's net value.
It is essential to emphasize that ARK's case-by-case exemption application is still in the regulatory review stage and is not part of the same mechanism as the SEC's planned universal innovative exemption. SEC documents indicate that stakeholders may submit requests for hearings before September 18. If the SEC does not hold a hearing, it usually announces the application results or next steps shortly thereafter.
From investing in tokenization service providers to ARK stepping in
If the application is approved and ARK successfully paves the way, the entire traditional asset management industry will obtain a standardized reference route.
ARK Venture Fund is a continuously offered closed interval investment management fund (Interval Fund) under Cathie Wood, established in 2022. It advocates for "democratizing venture capital," with a minimum subscription threshold for ordinary investors set at just $500, concentrating in its portfolio on the most significant unlisted unicorns in the global technology sector, including OpenAI, Anthropic, Figure AI, the startup chip company Tenstorrent, and pre-IPO SpaceX.
However, constrained by the traditional interval fund structure, investors cannot freely transfer or exit on a daily basis, having to rely on the quarterly 5% fixed buyback limit to realize their assets proportionately, resulting in a significant disconnect between the asset realization cycle and the high turnover demands of tech equity. ARK's application may be aimed at resolving this pain point.
More critically, ARK has long been a deep participant in tokenization infrastructure. Last year, ARK Venture Fund invested approximately $10 million in the RWA infrastructure platform Securitize, which currently provides tokenization services to leading asset management firms like BlackRock, Apollo, and Hamilton Lane.
From investing in tokenization service providers to applying for fund share tokenization, ARK's actions represent a consistent expansion of the industry chain: from laying out on-chain infrastructure to personally engaging in product pilots.
This is why ARK's application has garnered attention. It signifies that traditional asset management firms are transitioning from the 1.0 stage of "issuing on-chain assets" to the 2.0 stage of "moving fund shares on-chain." In the past, asset management firms entering the crypto space mainly issued tokenized assets; in the future, they could transform their managed funds themselves into on-chain transferable and composable assets.
The three steps of asset management on-chain: the real watershed is yet to come
Since the beginning of this year, SEC Chairman Paul Atkins has repeatedly stated that there is a need to establish a more suitable regulatory framework for blockchain trading.
In March, he mentioned that the SEC is considering introducing an innovative exemption to facilitate limited trading of certain tokenized securities, with the exemption setting clear time and scope limits to accumulate experience in practice before forming long-term rules. In April, it was further indicated that the innovative exemption mechanism is close to being launched.
However, this process has not materialized as the market anticipated. The related arrangements originally planned for announcement were delayed following the SEC's cancellation of its scheduled meeting on August 14.
Brett Redfearn, President of Securitize, pointed out that a significant reason for the delay is the regulatory body's concern that related policies may affect the progress of the Congressional "Clarity Act." The innovative exemption is likely to wait until related legislation makes progress before being implemented, with a time window potentially around the beginning of October.
However, from a longer-term evolution perspective, the on-chain migration of the U.S. traditional asset management industry shows a "three-step" phase.
The first phase is the product validation period. Represented by tokenized fund products such as BlackRock's BUIDL and Franklin Templeton's BENJI, it has proven that within the current securities regulatory framework, fund products can complete tokenization conversion, and on-chain shares have legal basis and operational feasibility.
The second phase is the case pilot period. ARK's application is the latest development on this front. The SEC allows ARK and other asset management firms to explore more extensive on-chain share trading through case-by-case exemptions, testing practical issues like secondary market circulation, peer-to-peer transfer, and compliance boundaries to accumulate experience for universal rules.
The third phase is the framework implementation period. If the innovative exemption is officially launched in the future, more tokenized securities will enter the on-chain market within restricted scopes, and leading asset management firms such as Fidelity, WisdomTree, and BlackRock are likely to follow suit in expanding tokenized fund product lines.
Of course, all situations face variables: whether ARK's application can be approved, whether Congressional legislation can be advanced, and when the innovative exemption will be implemented, each step carries uncertainty.
Trends are gradually becoming evident; after assets go on-chain, shares will follow suit. The true industry watershed may only begin to unfold after "shares go on-chain."
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