Perpetuals Files for SEC Tokenized Stock Venue, Second After OKXICE

Perpetuals.com Ltd (Nasdaq: PDC), the fintech run by former FTX Europe head Patrick Gruhn, filed a notice on Wednesday saying it intends to operate a U.S. venue for tokenized stocks under the SEC's five-year innovation exemption. The company announced the plan alongside the notice.

The terms of that exemption decide what a buyer of a tokenized share actually holds. A venue using it must confirm that each token carries the same rights and privileges as the ordinary shares of the same class, dividends and voting included. It must also give the underlying company written notice and a chance to object before its stock is tokenized by a third party, a 30-day window that sets the earliest possible start for trading.

The SEC Relief Behind Both Filings

The SEC issued the framework in September. Its order grants temporary, conditional relief to Tokenized Securities Venues, TSVs, from the definition of "exchange" in the Securities Exchange Act of 1934, which lets them trade tokenized National Market System stock through permissioned automated market maker pools. Liquidity providers in those pools get separate conditional relief, from the definition of "dealer," when they supply tokenized stock using their own capital.

The conditions are the substance of the thing:

• Tokens must carry the same rights and privileges as traditional NMS stock of an equivalent class.
• Issuers get written notice and an opportunity to object before a third party tokenizes their stock.
• Smart contracts must be auditable, public, and deployed on a public, permissionless ledger.
• A venue must stop trading a tokenized stock at the same time the underlying stock halts on its primary listing exchange.
• The relief expires five years after publication, and the SEC is taking comment on possible changes.

"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."

That is SEC Chairman Paul S. Atkins, in the order's release. Jamie Selway, who runs the SEC's Division of Trading and Markets, called the relief for onchain secondary trading an important milestone and said his division stands ready to work with parties seeking to operate a venue.

Perpetuals Is the Second Venue, Not the First

OKXICE, the 50-50 joint venture between OKX and NYSE parent Intercontinental Exchange formed in June, notified the SEC of its own tokenized stock plans. The venture's co-chair, former New York governor Andrew Cuomo, announced it on X. OKXICE intends to start with more than 60 companies listed on U.S. exchanges, trading around the clock.

Perpetuals' U.S. marketplace would be operated by Kephas Corporation, a Delaware subsidiary, with trading through permissioned AMM pools on Kronos X Public, an Ethereum-compatible layer 2 the company developed. Each pool would pair a tokenized U.S. stock with a digital asset, initially expected to be a form of USDC, Circle's dollar-pegged stablecoin. Perpetuals has not said which stocks it would list at launch, and its filing notice itself could not be read directly.

There is no launch date. A company spokesperson said trading could begin in mid-November at the earliest, after the 30-day period that follows publication of the notice, and that it depends on market-data and compliance arrangements, smart-contract security reviews and other preparations. The company says it will publish updated disclosures, including live smart-contract addresses, before trading starts.

Gruhn Has Sold Stock Tokens Before

This is not Gruhn's first attempt at putting shares onchain. He co-founded Digital Assets AG, a Swiss tokenization company that worked with German investment firm CM-Equity to bring tokens linked to stocks such as Tesla and Coinbase to crypto traders. FTX Group later acquired it, folding it into FTX Europe, which Gruhn led until the exchange group's collapse in November 2022. Perpetuals' own website says he sold DigitalAssets.AG at a $400 million valuation, a figure the company has published about itself.

The company's release goes further, claiming its founding team created the first regulatory-approved tokenized stocks in 2021, enabling Binance, FTX and Bittrex to offer 24/7 stock trading and delivering pre-IPO contracts for Coinbase, Airbnb and Robinhood. The earlier version had a hole in it. Binance's stock tokens gave price exposure but no voting rights, and Binance stopped offering them in July 2021 after regulatory scrutiny, including German regulator BaFin's concerns over the absence of a published securities prospectus. The rights requirement in the current exemption reads as a direct answer to that.

The finances show a company spending to build. Perpetuals reported total assets of $65.2 million at the end of April, up more than 50-fold from the prior year, on fiscal 2026 revenue of 256.3 million yen ($1.6 million), operating expenses of 2.9 billion yen ($18.5 million) and a net loss of 2.8 billion yen ($17.6 million). It also holds a Mutual Services Agreement with Datavault AI to list tokenized commodity programs, initially covering the MTB Copper project, with a combined targeted issuance of more than $328 million.

None of that settles whether the U.S. venue opens. The 30-day objection window runs first, then compliance, market-data and security work. Mid-November is the earliest date the company will give, and it is a company date, not a schedule.