General Sar

A lot of people are misreading the SEC’s new Innovation Exemption for tokenized stocks. The market seems to be treating this as a blanket green light for anything related to “tokenized equities.” It isn’t. The SEC’s exemption is much narrower. The framework allows - qualifying Tokenized Securities Venues (TSVs) to facilitate trading of tokenized NMS stocks through permissioned AMMs without registering as traditional exchanges. - Certain liquidity providers can also receive conditional relief from dealer registration. But the key is what actually counts as a “tokenized NMS stock.” The SEC basically recognizes two relevant models: 1. Issuer-native tokenization - The company itself, or someone acting on its behalf, tokenizes the actual stock. - Think of a transfer agent recording the actual shares onchain. - The token Itself is the security, not a wrapper that merely tracks it. 2. Third-party custodial tokenization - A third party holds the underlying stock within the traditional securities system and tokenizes the investor’s ownership interest / security entitlement. - Again, the important part is that the token holder must receive the same rights and privileges as a holder of the equivalent traditional stock. - That explicitly includes things like dividends and voting rights. What does NOT qualify? → Synthetic exposure. If a third party issues its own note, derivative, tracker certificate, security-based swap, etc. whose value simply tracks AAPL or NVDA, that instrument is not a “tokenized NMS stock” under this exemption. This distinction matters because the market reaction has been much broader than the actual SEC framework. Anything vaguely connected to tokenized stocks or onchain trading got bid. $BP, $ONDO, $HYPE, $LIT and other adjacent names were swept into the narrative, even though their exposure to the exemption is very different. $ONDO at least has a legitimate connection: Ondo has been moving toward custodial tokenization structures where underlying securities remain within regulated custody while corresponding onchain tokens represent rights tied to those securities. But HYPE or LIT equity perps? Those are derivatives. They are not what the SEC just exempted. And this brings us to Backpack. $BP rallied hard as the market started viewing Backpack as one of the obvious winners from tokenized U.S. equities. The common thesis seems to be: “Backpack tokens are redeemable 1:1 for real shares, therefore they are real-equity tokens, therefore the SEC exemption directly benefits Backpack.” That skips an important legal distinction. Backpack itself describes the two forms very clearly: Traditional Backpack securities: → UCC Article 8 security entitlement Backpack tokens on Solana: → “Tokenized claim” → Claim on an SPV holding the underlying assets Those are NOT the same legal instrument. When you withdraw a traditional Backpack stock position onchain, you are not simply moving the existing Article 8 security entitlement onto Solana. The security entitlement is converted into a different tokenized instrument. That token can later be redeemed 1:1 through Backpack Securities and converted back into the corresponding traditional security entitlement. This is actually a meaningful improvement over many existing stock-token structures. xStocks, for example, are bearer debt instruments / tracker certificates backed 1:1 by underlying shares. Robinhood’s Classic Stock Tokens are derivatives against Robinhood Europe and explicitly do not give holders ownership rights in the underlying stock. Backpack goes further because its token can be redeemed 1:1 into an actual traditional share position / security entitlement. But redeemability ≠ the token itself being the underlying equity. And that distinction matters for the SEC exemption. The SEC does not merely require 1:1 backing or 1:1 redemption. A tokenized NMS stock traded under the exemption must provide the holder the same rights and privileges as the corresponding traditional stock, including voting rights. Backpack’s current documentation describes the Solana token as a “tokenized claim” designed to maintain economic equivalence with the underlying security. It does not describe that token itself as an Article 8 security entitlement or as carrying the full shareholder rights required by the SEC framework. So I would not classify Backpack’s current stock token structure as a direct beneficiary of the Innovation Exemption. Could Backpack build a compliant structure around the exemption later? Absolutely. But that is different from saying its existing tokens already fit it. The infrastructure that is much more directly aligned with what the SEC just described looks more like: - @SuperstateInc: issuer-native shares recorded onchain through a registered transfer-agent model. - @Securitize: issuer-sponsored tokenized shares and transfer-agent infrastructure. - @Figure: blockchain-native registered public equity. - @The_DTCC: tokenization of DTC-custodied securities with identical legal and ownership rights. - @DinariGlobal: custodial tokenized equities designed to preserve the rights of the underlying securities. - @Ondo: moving toward custodial tokenization models tied more directly to securities held inside the regulated custody chain. I’m writing this because I’ve seen a lot of confusion in the community about what the exemption actually covers and which existing products legally fit that definition today. Either way, the SEC’s latest announcement is undeniably a major positive for the tokenized equity ecosystem as a whole.