Understanding Tokenization: Real-World Assets vs. Securities
Published on November 23, 2023
Author : Greg Hauw, Founder & CEO, Ohanae, Inc

The financial landscape is undergoing a transformative shift with the advent of tokenization. This cutting-edge method involves the digitization of ownership or rights to assets through blockchain technology. For the everyday retail investor, discerning the differences between tokenization of real-world assets and tokenization of securities is crucial.

Tokenization of Real-World Assets: Unlocking Possibilities

Tokenization of real-world assets (“RWA”) involves the conversion of tangible assets, like real estate, into digital tokens on a blockchain. The objective is to enhance liquidity, enable fractional ownership, and facilitate secure and transparent ownership transfers.

In real estate tokenization, investors can own a fraction of a property through digital tokens, democratizing access to investments traditionally reserved for larger players.

Key Points for Retail Investors:

Diversification: Tokenization allows investors to diversify portfolios by gaining exposure to various real-world assets without requiring significant capital.

Liquidity: Digital tokens can be traded on blockchain platforms, potentially offering increased liquidity compared to traditional real estate investments.

Accessibility: Fractional ownership makes it easier for retail investors to participate in markets traditionally dominated by institutional players.

Tokenization of Securities: Navigating Regulatory Waters

Tokenization of securities involves representing ownership or rights to traditional financial instruments, such as stocks or bonds, as equity tokens or digital asset securities on a blockchain. The classification of these tokens as securities is crucial, subjecting them to securities regulations.

In the United States, the regulatory body overseeing securities laws is the U.S. Securities and Exchange Commission (“SEC”). Whether the tokens issued in the tokenization process are deemed securities depends on specific details and underlying assets. The SEC employs the "Howey Test" to determine if an investment involves the investment of money in a common enterprise with an expectation of profit solely from the efforts of others, classifying it as a security.

Key Points for Retail Investors:

Regulatory Compliance: Tokenized securities must comply with U.S. securities laws, focusing on registration, disclosure, and anti-fraud aspects. Compliance is essential for investor protection.

Howey Test: Understanding the Howey Test helps investors recognize when an investment might be considered a security, guiding their decisions in the tokenization space.

Consult Legal Experts: Entities involved in the tokenization of real-world assets in the U.S. must carefully structure offerings, provide disclosures, and consider SEC exemption if necessary. Consulting legal experts with securities law expertise is crucial for compliance.

The Reg A+ Approach: Empowering Retail Investors

A notable avenue for tokenizing securities is Regulation A+ (“Reg A+”). This regulatory framework allows for a streamlined and cost-effective method of raising capital, making it accessible to a broader range of investors, both accredited and non-accredited.

Benefits of the Reg A+ Approach:

Inclusive Investment: Reg A+ allows companies to raise capital from a diverse set of investors, democratizing access to investment opportunities.

Liquidity Options: Investors may have liquidity options, potentially trading their securities on secondary markets, increasing flexibility.

Transparency: The regulatory requirements of Reg A+ promote transparency, providing investors with the information needed to make informed decisions.

Ohanae OTC Market Platform: Bridging the Gap

In the realm of tokenization, the Ohanae OTC Market Platform presents an innovative approach. This platform aims to facilitate Over-The-Counter (“OTC”) trading of tokenized securities, providing a marketplace for buyers and sellers to engage in secure and compliant transactions.

Key Features of Ohanae OTC Market Platform:

Secure Trading: The platform employs advanced security measures to ensure the integrity of trades and protect the interests of market participants.

Regulatory Compliance: Ohanae OTC Market Platform aligns with regulatory requirements, fostering a compliant environment for the trading of tokenized securities.

Enhanced Accessibility: The platform contributes to the accessibility of tokenized securities, connecting a global network of investors.

Navigating the Tokenization Landscape: Tips for Retail Investors

Educate Yourself: Understanding blockchain technology, tokenization, and securities regulations is crucial for making informed investment decisions.

Seek Professional Advice: Consult with legal and financial professionals, especially when considering tokenized securities. Their expertise is invaluable.

Stay Informed: Regularly update yourself on changes and developments in the tokenization space and regulatory landscape.

In conclusion, as tokenization opens up new horizons for retail investors, a thorough understanding of these concepts and adherence to regulations are essential for a secure and successful investment journey.

This article provides general information and should not be considered as financial or legal advice. Investors should conduct their own research and seek professional advice before making investment decisions.

Getting Started with Ohanae: https://iam.ohanae.com/ohanae/

Disclaimer

Ohanae Securities LLC is a subsidiary of Ohanae, Inc. and a member of the Financial Industry Regulatory Authority and Securities Investor Protection Corporation (FINRA/SIPC). Additional information about Ohanae Securities LLC is available on BrokerCheck.

Ohanae Securities LLC is currently in discussions with FINRA regarding the potential expansion of its business lines, which may include custody and related services for crypto asset securities. Any statements regarding the capabilities or services of Ohanae Securities LLC are subject to regulatory approval, and there can be no assurance that such approvals will be obtained.

Ohanae Securities LLC intends to operate in a manner that addresses the unique characteristics of crypto asset securities, including maintaining robust policies and procedures for custody, safeguarding of private keys, and evaluation of distributed ledger technology. The firm’s approach is designed to support crypto asset securities that may not efficiently operate within the traditional National Market System (NMS). Subject to applicable regulatory approvals, Ohanae Securities LLC may expand its activities to include additional services that may be conducted in a dealer-principal capacity, with the objective of protecting investors and maintaining market integrity.