Prometheum says international investors would receive legally protected interests in tokenised US shares under a proposed distribution partnership with HashKey and Velocity Capital, while Cede & Co. would remain the registered owner of the underlying stock.
The structure would use the indirect holding system established by Article 8 of the Uniform Commercial Code, rather than placing each tokenholder on a company’s official shareholder register.
Cede & Co., the nominee of the Depository Trust Company (DTC), would continue to hold the registered ownership of the shares. Prometheum co-chief executive Aaron Kaplan said tokenisation would not alter the arrangement used for almost all publicly traded US equities held through brokerage accounts.
Customers linked to registered blockchain wallets would instead hold securities entitlements through a regulated securities intermediary.
“The Token itself does not create or define the customer’s ownership interest,” Kaplan told crypto.news.
He said those rights would arise from the intermediary’s obligations under UCC Article 8, the Securities and Exchange Commission’s Customer Protection Rule and the Securities Investor Protection Act. The protections would apply regardless of which blockchain represented the investment.
The model differs from synthetic products and special-purpose vehicles (SPVs). A synthetic token may track a company’s share price without giving the holder rights in the underlying business, while an SPV may own the shares but leave investors with a contractual claim against the separate offshore entity.
Prometheum, HashKey Digital Asset Group and Velocity Capital plan to use shares held in DTC custody as the backing for the tokens. They describe each token as a digital twin of a conventional security, rather than a synthetic instrument or offshore wrapper.
Prometheum Capital is registered with the SEC and is a member of the Financial Industry Regulatory Authority (FINRA). Velocity is also an SEC-registered FINRA-member broker-dealer and has traditional securities clearing and execution permissions.
Under a five-year SEC exemption announced on 17 September, qualifying tokenised National Market System stocks must offer the same applicable voting, dividend and liquidation rights as conventional shares. Products that provide only price exposure do not qualify. The SEC may also object when an unaffiliated party seeks to tokenise a company’s shares and can amend the temporary exemption while considering permanent rules.
The proposal is aimed at international distribution, not US investors. HashKey would offer access through eligible licensed exchanges in several jurisdictions, subject to local law, licensing conditions and investor eligibility.
Investors would be able to convert tokens into conventional shares or sell their holdings for cash through the broker-dealer. Both processes, along with dividends, stock splits and other corporate actions, would use standard DTC procedures because the underlying shares would already be in its custody.
Kaplan said Rule 15c3-3 would require customer securities to remain separate from a broker-dealer’s own assets if the firm failed. SIPA would provide additional protection, although treatment of claims at HashKey exchanges would also depend on the laws of the relevant jurisdictions.
“Through this collaboration, eligible clients in multiple jurisdictions will have the opportunity to access tokenized U.S. equities supported by SEC-registered clearing infrastructure, subject to applicable laws and regulatory requirements,” said HashKey chief executive Xiao Feng.
Velocity chief executive Roy Yan said the shares would be executed, cleared and held under the same standards as regulated US equities. Velocity is a member of DTC, the National Securities Clearing Corporation and the Options Clearing Corporation.
Potential assets include companies in the Russell 1000, major index-tracking ETFs and US Treasury bills, notes and bonds.
The pilot remains subject to definitive agreements, regulatory approval, technical and operational integration, required licences and the availability of DTCC’s tokenisation infrastructure. Prometheum, HashKey and Velocity have yet to decide the initial securities and jurisdictions.
DTCC has scheduled the full launch of its Tokenization Service for October 2026, after limited production transactions in July. When announcing the timetable, it said DTC held more than $114 trillion in assets.
