Written by: Little Pancake

On September 10, Nasdaq Ventures invested $100 million in Kraken's parent company, Payward, valuing it at approximately $21 billion post-investment.

On the same day, Robinhood CEO Vlad Tenev defended the company's stock token product on CNBC, countering AMC CEO Adam Aron's public pressure to stop issuing AMC tokenized stocks. Aron called Robinhood's actions "contemptible" and threatened to complain to the SEC.

Within 24 hours, they outlined a fundamental fork forming in the tokenized stock domain: One path centers on the issuer, retaining all legal attributes of the stock. The other path bypasses the issuer and wraps price exposure in debt instruments.

This is a structural dispute; the winner will define the infrastructure of the stock market for the next decade.

Two structures, two legal realities

Nasdaq's proposal is called Nasdaq Equity Token (NET), unveiled in March this year and expected to launch in the first half of 2027. The core design principle centers on the issuer. Public companies actively participate in the tokenization process, with blockchain records directly integrated into the issuer's official shareholder register. Transferring a token equates to transferring the ownership of the underlying security.

This means that an investor holding a Nasdaq stock token legally has the same rights as an investor holding a traditional stock: voting rights, dividend rights, participation rights in corporate governance, and the right to residual asset distribution during liquidation. The rule change document submitted by Nasdaq to the SEC explicitly states that tokenized DTC-qualified securities must "convey rights to equity interests in the underlying company, the right to receive company dividends, the right to exercise shareholder voting rights, and the right to receive residual assets upon company liquidation."

Robinhood's proposal takes another route. Its stock tokens are issued by Robinhood Assets (Jersey) Limited (an offshore affiliate registered in Jersey) and operate under the Regulation S framework, solely for non-U.S. customers. Each token corresponds 1:1 to the underlying stock as collateral, held by U.S. broker Alpaca Securities.

However, the legal nature of the tokens themselves is debt securities, not equity. Holders have a claim against the token issuer (i.e., Robinhood's Jersey entity) rather than direct ownership of the underlying companies (such as AMC or Apple). Holders can receive price adjustments reflecting dividends, but they have no voting rights and do not appear on the issuer company's shareholder register.

Tenev's statement on CNBC was: “The issuer has control over the rights and obligations related to the stock they issue, but that does not mean they control everything associated with it.”

The legal implication of this statement is: Robinhood believes it can issue tokens linked to its stocks without the issuer company's authorization because the tokens are an independent financial product that merely references the prices of publicly traded stocks.

AMC Controversy: Public Exposure of Structural Flaws

AMC CEO Adam Aron's rebuttal is more than just a public relations stance. His core argument is that Robinhood, without AMC's permission, used AMC's name and brand to issue a financial product that separates stock ownership from voting rights, potentially interfering with AMC's control over its capital structure.

Aron has retained external securities lawyers to review Robinhood's token structure and has indicated he is considering filing a complaint with the SEC and pursuing legal action.

This controversy touches on the structural vulnerabilities of the Robinhood model. When token holders have no voting rights, to whom do the voting rights of the underlying pledged stocks belong? Tenev dodged this question in the interview, stating that Robinhood “has not disclosed its voting plan.”

This is not a minor issue.

If Robinhood tokenizes 5% of AMC's outstanding shares as collateral, but the voting rights for those shares are exercised by Robinhood or its custodian instead of token holders, this effectively creates a concentration of proxy voting rights that the issuing company has not authorized and that token holders are unaware of, with voting rights actually controlled by a third party.

Nasdaq's NET framework directly avoids this issue because the tokens and stocks are legally the same thing. Voting rights follow the token, and updates to the shareholder register are automatic.

Behind the $21 Billion Valuation

To understand why Nasdaq is willing to pay $21 billion for Payward, it's essential to look at what has happened to Payward over the past 12 months.

In November 2025, it raised $800 million, leading to a valuation of $20 billion. In March 2026, it became the first crypto company to connect with the Federal Reserve's core payment system. That same month, it announced a partnership with Nasdaq to develop a stock token conversion gateway. In April, Deutsche Börse (German Exchange) purchased 1.5% of shares for $200 million. On September 1, it announced a collaboration with the London Stock Exchange to tokenize the 100 largest companies listed in London through xStocks. xStocks has processed over $25 billion in transaction volume.

Three major traditional exchange operators (Nasdaq, Deutsche Börse, LSE) reached asset tokenization partnerships with the same crypto company in less than six months. ICE (the parent company of the New York Stock Exchange) chose another route, investing in OKX with a valuation of $25 billion and planning to open the NYSE tokenized stock market to OKX's 120 million accounts.

This landscape is forming two camps:

Nasdaq/LSE/Deutsche Börse have chosen Payward/Kraken as the distribution and settlement infrastructure for tokenized stocks.

Payward's role is similar to that of a “crypto utility,” with traditional exchanges creating tokens while Payward is responsible for ensuring these tokens circulate, settle, and comply with regulations in crypto-native channels.

ICE/NYSE is taking a similar route with OKX.

Robinhood is instead building its own infrastructure, creating an independent tokenization system using Robinhood Chain and its Jersey entity that does not rely on issuer participation.

The Winner is Not Necessarily Robinhood

Robinhood is far ahead in execution speed. With Robinhood Chain launching two months ago, the cumulative DEX transaction volume reached $47 billion, supporting tokenization for about 190 companies, with daily transaction volumes peaking near $1.7 billion. These figures represent the first-mover advantage Robinhood can accumulate before Nasdaq's NET framework launches in the first half of 2027.

However, the speed advantage may be countered by structural disadvantages.

From a regulatory standpoint, Robinhood's debt security structure faces a legal gray area without precedents. The challenge from AMC is just the beginning. If more public companies oppose Robinhood's unauthorized tokenization of their stocks, the costs and uncertainties of collective legal actions will significantly increase. Robinhood's Chief Legal Officer Dan Gallagher, a former SEC commissioner, has a firm grasp of legal risks, which is a core asset for the company, but one person's judgment cannot replace the absence of legal precedents.

From the issuer's perspective, Nasdaq's proposal naturally gains cooperation from public companies as it allows them to maintain control and have a more direct communication channel with shareholders. Robinhood's proposal leaves issuers feeling threatened, as their stocks are packaged into a financial product that they cannot control.

In terms of investor protection, Nasdaq token holders are real shareholders. The legal claims of Robinhood token holders point to a limited liability company registered in Jersey. In extreme situations (such as the bankruptcy of Robinhood Assets Jersey), the asset reclamation paths for the latter are far more complex than for the former.

From the institutional adoption perspective, compliant asset managers need positions that can enter the shareholder register, not debt instruments linked to prices. Nasdaq's framework is naturally compatible with existing institutional custody, reporting, and compliance systems. Robinhood's framework requires additional legal and operational packaging.

The Crossing Point of 2027

The tokenized stock track officially forked into two routes on September 10, 2026.

One is issued by issuers, retaining complete shareholder rights, and supported by traditional exchanges as the "compliance faction"; the other is platform-driven, bypassing issuers while providing price exposure through debt instruments as the "speed faction".

In the short term, the speed faction has a first-mover advantage, with daily transaction volumes of tokenized stocks on Robinhood Chain already in the hundreds of millions, while Nasdaq's NET framework still needs another year to launch.

However, the endgame for tokenized stocks will depend on who can get institutional funds and issuers to stand on their side simultaneously.

The landscape is lively, but it remains to be seen who will prevail.