Author: Zhang Feng

On July 1, 2025, the internet brokerage Robinhood made a high-profile announcement in Cannes, France, officially launching tokenized stock trading services for EU users. This service covers over 200 U.S. stocks and ETFs, including equity tokens of private companies such as the artificial intelligence giant OpenAI and the space exploration company SpaceX. Users can invest in these once-unreachable tech star companies with a minimum of just 1 euro, with OpenAI tokens priced as low as 0.5 dollars.

However, OpenAI urgently released a statement: "These 'OpenAI tokens' are not OpenAI equity. We have not collaborated with Robinhood, have not participated in this matter, and do not endorse it." A fierce game regarding the boundaries of financial innovation, regulatory compliance, and corporate control has begun.

1. Why is Robinhood betting on equity tokenization?

Robinhood's move is not merely a simple product expansion but a crucial step in its transformation into a blockchain financial super application. Looking at its strategic layout, tokenized stocks carry threefold ambitions:

Breaking traditional investment barriers: By fragmenting tokens, the investment threshold for top tech companies like OpenAI is lowered to a level accessible to ordinary retail investors. Private equity in the traditional primary market, which is limited to qualified investors, can now be held by European users for just a few euros.

Reconstructing the global liquidity system: Tokenized stocks support uninterrupted trading five days a week, 24 hours a day, completely breaking the traditional stock market trading hour limitations. More importantly, it creates an instant secondary market for the equity of unlisted companies like SpaceX, solving the long-standing exit problem faced by private equity.

Seizing the trillion-dollar RWA (Real World Assets) market opportunity: According to Morgan Stanley, the global RWA market is expected to exceed 10 trillion dollars by 2025. Robinhood is entering this market with a retail-friendly strategy, forming differentiated competition with traditional institutions like BlackRock. Its stock price surged 13% on the day the service was launched, reaching an all-time high, as the market expressed its recognition of its strategic direction with real money.

From a technical architecture perspective, Robinhood chose the Ethereum Layer-2 network Arbitrum as its launch platform, recognizing its technical advantage of having transaction costs only 1/100th of the Ethereum mainnet (with a single Gas fee below 0.1 dollars). However, this is just a transitional solution; the company has initiated the development of its self-researched Layer-2 blockchain "Robinhood Chain," optimized based on the Arbitrum Orbit technology stack, specifically designed for RWA, aiming at cross-chain interoperability of assets and a self-custody system.

2. The essence of "equity tokens" is the "equity" rights mapped under SPV

How does Robinhood achieve the tokenization of unlisted company equity? The core lies in the precise legal and financial engineering structure of a special purpose vehicle (SPV):

Indirect shareholding design: Robinhood does not directly hold OpenAI equity but gains indirect economic exposure by investing in an SPV that holds shares of OpenAI.

Tokenized rights segmentation: The rights of the SPV are packaged and divided, converted into tokens based on the Arbitrum blockchain. Each token represents the right to track changes in the value of the underlying assets of the SPV.

Limited rights granted: Token holders receive economic benefits (such as dividend distributions) but do not enjoy voting rights or formal shareholder status. Robinhood explicitly states in its terms: "What you purchase is not real stock, but a contract recorded on the blockchain."

This design essentially creates a type of equity derivative: the token price is anchored to the valuation changes of the target company, but legally, users only hold a debt claim against Robinhood's SPV. Technically, this structure relies on smart contracts to automatically execute price mapping and dividend distribution. However, on-chain data shows that its contract design is a closed system—each transfer requires KYC/AML review, maintaining centralized control, which starkly contrasts with the open ideals of blockchain.

3. Why did OpenAI immediately deny?

OpenAI's counterattack against Robinhood was swift and thorough:

In its official statement, it emphasized "no collaboration, no participation, no endorsement" three times.

It clearly pointed out that "any transfer of OpenAI equity requires approval," implying that the issuance was completely unauthorized.

Elon Musk sharply commented on social media: "Your equity is fake," adding fuel to the controversy.

Deeper industry contradictions were thus exposed:

Challenges to corporate control: OpenAI's closed-source strategy and tightly controlled equity structure are the foundation of its business. The potential dilution of equity and transparency brought by tokenization directly threatens its core competitive advantage. The robotics company Figure AI has also sent a lawyer's letter regarding similar actions, emphasizing that "all share transactions must be authorized by the board."

Pricing power disputes: Private companies worry that low-priced trading in the secondary market could impact their financing valuations. If Robinhood users trade OpenAI tokens at a discount, it may affect the company's subsequent financing pricing ability.

4. The compliance dilemma of tokenized securities

This incident exposes multiple legal risks faced by RWA tokenization:

Ambiguity in securities identification: The U.S. SEC has not clearly defined whether tokenized stocks fall under securities, while the EU has included security tokens under licensing management through the MiCA framework, but there remains a regulatory gap for equity tokens of unlisted companies. Robinhood's choice to launch in the EU is a strategic probe to avoid regulatory uncertainties in the U.S.

Conflicts with shareholder agreements: Private company shareholder agreements often contain restrictions on equity transfers. Dragonfly partner Rob Hadick warned: "The company can cancel equity sales that violate the agreement, leading to the token holders' assets becoming worthless." This means OpenAI could theoretically trace back and invalidate the shares held by Robinhood's SPV, causing the token's value to evaporate instantly.

Cross-border regulatory arbitrage risks: The service is limited to access by European users, but the global openness of blockchain means actual users may be spread worldwide, leading to jurisdictional conflicts. Tax issues are even more complex—capital gains tax and withholding tax rules vary by country.

These disputes reveal the core contradiction of RWA: Blockchain technology pursues openness and transparency, while traditional finance and corporate governance require privacy and control. The gap between the two has yet to be bridged, and the OpenAI incident has made it thoroughly public.

5. Continuous transformation amid controversy

Despite being embroiled in controversy, Robinhood's tokenization strategy continues to advance, potentially developing in the following directions:

Upgrading technical infrastructure: Plans to migrate its RWA products to the self-researched Robinhood Chain by the end of 2025 to early 2026. This chain is designed for compliance, with built-in KYC/AML modules, aiming to achieve cross-chain interoperability of assets (connecting Ethereum, Solana, etc.) and support for non-custodial wallets.

Iterating product forms: Shifting from "equity tokens" to "revenue rights tokens." After the OpenAI incident, tokens representing purely economic rights (only dividends without governance participation) may become a compromise solution. NVIDIA's patent pool on-chain licensing model provides a reference—precisely controlling the circulation scope through smart contracts.

Regulatory sandbox cooperation: Drawing on the Monetary Authority of Singapore's collaboration with AntChain on Project Guardian, testing compliance solutions in a controlled environment. Reaching pre-authorization agreements with target companies is also imperative to avoid repeating the "cutting first and asking later" mistake.

More profound changes may occur in the regulatory field. This controversy could prompt the EU to refine tokenization rules for unlisted companies under the MiCA framework, requiring platforms to clearly disclose the indirect holding attributes of tokens and establish authorization verification mechanisms with target companies.

6. Impact on the RWA industry ecosystem

Regardless of the outcome, Robinhood's experiment has brought irreversible effects to the RWA field:

Negative warning effect: OpenAI's strong denial and the investigation by the Bank of Lithuania have drawn a red line for the industry. Any tokenization project without authorization from the target company will face significant legal risks and reputational backlash. In the short term, institutions may become more cautious about the tokenization of private company equity.

Positive acceleration effect: Institutions like BlackRock and Franklin Templeton have accelerated their layout in RWA. Robinhood's retail-first strategy has validated the enormous market demand for fragmented investment. Innovations in compliance solutions are expected to explode—such as the "on-chain mapping + off-chain physical" model of the Jarsy platform (first purchasing equity and then 1:1 tokenizing) may become a new standard.

Redefining financial democratization: Supporters praise it as a breakthrough against elite capital monopolies; critics denounce it as "fake equity and real gimmicks." The true balance may lie in a middle path: ensuring transparency through regulation, achieving accessibility through technology, while respecting companies' reasonable demands for core control.

7. Moving forward in the rebalancing of innovation and compliance

Robinhood's OpenAI tokenization experiment is like a double-edged sword. On one hand, it reveals the entry barriers and inefficiencies of traditional financial markets with technological courage, opening up new possibilities for globalized, fragmented investment through blockchain; on the other hand, its disregard for legal boundaries and OpenAI's fierce backlash expose the immaturity of RWA in terms of business ethics and regulatory compliance.

The outcome of this game will not be a complete victory for any one side. A more likely development is the emergence of a new paradigm: under an authorization framework, separating the tokenization of revenue rights from governance rights, protecting the company's need for sensitive control while allowing for the shared economic benefits of all.

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