Regulation•

Nasdaq-Listed Perpetuals.com Files to Open a Blockchain Stock Venue, Led by an Ex-FTX Europe Executive

Perpetuals.com, led by former FTX Europe chief Patrick Gruhn, filed a notice on October 14 to run a US tokenized stock venue under the SEC's five-year innovation exemption.

Written By :MINRK
Nasdaq-Listed Perpetuals.com Files to Open a Blockchain Stock Venue, Led by an Ex-FTX Europe Executive

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1. Perpetuals.com tokenized stocks: what was filed

Perpetuals.com (PDC), a Nasdaq-listed financial technology company, filed a notice on October 14 saying it intends to operate a venue for tokenized US stocks under the Securities and Exchange Commission's new five-year innovation exemption. Chief executive Patrick Gruhn, who once led FTX Europe, heads the company. A launch could come in mid-November at the earliest, according to a company spokesperson.

The filing places Perpetuals.com among the first firms to use a framework that lets qualifying marketplaces list shares of American public companies on public blockchains without registering as traditional national securities exchanges. It is the second company to pursue a US tokenized equity marketplace under the arrangement, after a joint venture between the crypto exchange OKX and Intercontinental Exchange (ICE), the parent company of the New York Stock Exchange.

Last week, that joint venture, referred to as OKXICE, filed its own plans for round-the-clock trading of more than 60 tokenized US stocks. Perpetuals.com's notice therefore turns what looked like a single experiment into the beginnings of a small field of competing venues, each testing how far the regulator's exemption can stretch.

2. What is the SEC innovation exemption for tokenized stocks?

The innovation exemption is a five-year regulatory carve-out introduced in September. It allows marketplaces that meet its conditions to trade US equities in tokenized form on public blockchains while avoiding the full registration that an exchange would normally need. In practical terms, it gives start-ups and established firms a defined path to try blockchain-based stock trading under supervision rather than waiting for a permanent rulebook.

A tokenized stock is a digital token on a blockchain that represents a share of a company. The legal and economic substance of that representation is what matters. Under the new framework, the tokens must carry the same shareholder rights as the ordinary shares they mirror, including entitlement to dividends and voting rights. That requirement separates the current approach from earlier products that tracked a share price but conferred no ownership privileges.

The exemption also gives listed companies a say. Firms whose shares are proposed for trading on a tokenized securities venue have 30 days to object. That window starts with the public notice, and it is the reason Perpetuals.com's earliest possible start date falls in mid-November rather than immediately after the filing.

For market participants, the arrangement matters because it addresses a long-running tension. Blockchain settlement promises faster transfers and continuous trading hours, but US securities law was written around exchanges, brokers and clearing agencies that operate on a different technical footing. A time-limited exemption lets regulators observe real activity before deciding what permanent rules should look like.

The five-year length of the exemption is also notable. It is long enough for a venue to build infrastructure, attract users and generate a meaningful record of trading, yet short enough that the regulator keeps the option of changing course. Firms that participate are, in effect, helping to write the evidence on which any lasting rules will be based.

3. Who is Patrick Gruhn and why does his history matter?

Gruhn is returning to a field he helped pioneer. He and his team developed some of the earliest stock-linked tokens, which crypto exchanges including Binance and FTX offered to customers in 2021. Those products gave traders a way to hold price exposure to well-known shares through crypto accounts.

He co-founded Digital Assets AG, a Swiss tokenization company. It worked with the German investment firm CM-Equity to offer tokens tied to stocks such as Tesla and Coinbase. FTX Group later acquired Digital Assets AG, and the business became part of FTX Europe, which Gruhn led until the group collapsed in November 2022.

In a statement, Gruhn described the Perpetuals.com team as longtime trailblazers in tokenization and said the move into the US market allows the company to put its platform and experience to further use. The statement frames the filing as a continuation of existing work rather than a new line of business, which is consistent with the firm's recent activity in Europe and in commodity tokenization.

The history carries weight for another reason. The FTX collapse remains one of the defining events of the industry, and executives associated with the group draw scrutiny when they seek regulatory permission for new products. Gruhn's earlier role is part of the public record, and it will likely shape how observers read the application even though the exemption itself turns on the structure of the venue rather than on its leadership.

4. How do the new tokens differ from the 2021 stock tokens?

The earlier generation of stock tokens offered price exposure without the rights that come with owning a share. Binance's stock tokens, for example, carried no voting rights. Binance discontinued the offering in July 2021 amid regulatory scrutiny. Germany's financial regulator, BaFin, had raised concerns about the lack of a published securities prospectus for such products.

The new framework is designed to close exactly that gap. By requiring dividends and voting rights to travel with the token, it aims to make a tokenized share a genuine claim on the underlying company rather than a derivative that merely follows its price. That is a more demanding standard for issuers and venues, and it explains why preparations such as compliance arrangements and security reviews are listed as conditions for any launch.

The distinction also affects investors. A holder of a price-tracking token depends on the issuer to honor the arrangement and has limited recourse if something goes wrong. A token that confers shareholder rights is intended to put the holder in a position closer to that of someone holding the stock through a conventional broker, which is the premise behind the regulator's decision to allow the experiment.

5. How would the Perpetuals.com trading venue work?

The US marketplace would be run by Kephas Corporation, a Delaware subsidiary, according to a public notice shared with the press. Trading would take place in permissioned automated market maker pools, often shortened to AMMs. The pools would initially operate on Kronos X Public, an Ethereum-compatible layer-2 blockchain built by the company.

An automated market maker replaces the order book that most stock exchanges use. Instead of matching buyers and sellers one by one, it relies on smart contracts and pools of funds. Prices adjust according to a formula as traders buy from or sell into a pool. In the Perpetuals.com design, each pool would pair a tokenized US stock with a digital asset, initially USDC, the dollar-pegged stablecoin issued by Circle. Eligible investors could trade shares against it.

The word permissioned is significant. It signals that access to the pools would be restricted to approved participants, rather than being open to any wallet on the network. That design choice fits the exemption's expectation of oversight and gives the operator a way to apply eligibility checks before trades occur.

Before trading starts, the company plans to publish updated disclosures, including live smart-contract addresses. Publishing those addresses would let outside reviewers and prospective users verify which contracts actually hold the pools, a basic transparency step in any on-chain market.

6. What does Perpetuals.com already operate?

The US plan builds on existing operations. Perpetuals.com already supplies trading technology for Perpetual Markets MTF, a Cyprus-based marketplace. That venue is licensed under the European Union's MiFID II framework for investment services and received authorization under the MiCA regulation for crypto-asset services in August.

The company also signed an agreement earlier this year with Datavault AI to support trading infrastructure for planned tokenized commodities, including copper, gold and other physical assets. The targeted issuance exceeds $300 million. Together, the European venue and the commodity agreement show a business that has been assembling tokenization infrastructure across asset classes before turning to US equities.

Financial disclosures give a sense of scale. Perpetuals.com reported $65.2 million in total assets at the end of April, and its fiscal year ended with a net loss of $17.6 million. A company of that size entering a field that includes a venture backed by ICE and OKX will compete largely on speed and specialization, not on balance-sheet strength.

The combination of a licensed European venue, a commodity-tokenization agreement and now a US filing suggests a deliberate sequence. Each step reuses technology and operating experience from the previous one, which is a common route for smaller financial technology firms that want to expand into larger markets without rebuilding their systems each time.

7. What happens next for tokenized US stocks?

Perpetuals.com has not set a firm launch date. A spokesperson said trading could begin in mid-November at the earliest. That timing follows the 30-day window after the notice and depends on market-data and compliance arrangements, smart-contract security reviews and other preparations that remain to be completed.

Several things are worth watching. The first is whether any listed companies object to having their shares traded on either tokenized venue during the 30-day period. The second is whether OKXICE and Perpetuals.com actually begin trading and how much activity they draw. The third is how the regulator evaluates the pilot as the five-year exemption period runs.

For now, the filing is a statement of intent with a procedural clock attached. Its significance lies in the pattern it extends: established market infrastructure groups and crypto-native firms are both moving to offer blockchain-based access to US equities, and the SEC's exemption has given them a common starting line.

Readers following the story should also keep the limits of the filing in mind. A notice of intent is not an approval of any particular product, and the company's own timeline is conditional. Until the 30-day period ends and the listed preparations are finished, the venue remains a plan rather than a functioning market.

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