Private Sale Tokenization: A New Attempt to Open the Primary Market

Beyond the stablecoin craze, equity tokenization is becoming a new focus of attention in the market.

Recently, a Web3 startup completed a $5 million Pre-seed funding round. The company aims to address a long-standing issue: why the early growth dividends of top private companies always belong only to institutions and super-rich individuals? Their answer is to leverage blockchain technology to reconstruct the participation model, converting the private equity of unlisted companies into asset-backed Tokens, allowing ordinary investors to participate in the growth of star companies like SpaceX and Stripe with lower barriers.

This financing news immediately sparked heated discussions in the market about the topic of "private sale tokenization." This alternative asset class, which originally existed only in the realms of venture capital and high-net-worth individuals, is being packaged as blockchain assets, seeking new development space on the chain.

Private Sale Tokenization: A New Frontier for Asset Onboarding

In the current financial system, the private sale market may be one of the most representative asset islands.

A certain company has built an index system covering the largest and most active 30 unlisted companies in the private sale market, used to measure the overall performance of top Pre-IPO enterprises. The index focuses on star companies such as SpaceX and Stripe, representing the most promising and capital-attentive segments of the private sale market. Data shows that these companies have quite considerable return rates.

From the beginning of 2021 to the first quarter of 2025, the index has risen a total of 81%, far exceeding the 51% increase of the Nasdaq 100 index during the same period. Even in the context of an overall market downturn in the first quarter of 2025, with the Nasdaq falling by 9%, these leading unlisted companies still rose by 13% against the trend. This strong contrast not only reflects the fundamental strength of these companies but also highlights their significant growth potential before their IPO.

However, this "value capture window" has long been open only to a very small number of people. For most retail investors, an asset market with an average transaction size exceeding $3 million, complex structures, and a lack of public liquidity is almost completely out of reach, creating a "waiting zone."

In addition, the exit paths for these companies are no longer limited to IPOs, and mergers and acquisitions have become one of the more mainstream options, further raising the participation threshold for retail investors. In the first quarter of 2025 alone, the scale of mergers and acquisitions supported by venture capital reached a historical high of $54 billion.

This situation presents a typical picture of traditional finance: the highest quality growth assets are locked within the circles of high net worth individuals and institutions, while ordinary investors are excluded.

"Private Equity Tokenization" is attempting to break this structural inequality. It disassembles the originally high-threshold, low-liquidity, complex and opaque private equity into on-chain native assets, significantly lowering the entry threshold from a $3 million ticket to $10; it transforms the lengthy and complex SPV agreements into on-chain smart contracts; while also enhancing liquidity, creating the possibility of around-the-clock pricing for assets that were originally locked in for long periods.

Put the "Capital Feast" of the Primary Market into everyone’s digital wallet

Multiple platforms are trying to transform Pre-IPO assets that are exclusively available to high-net-worth individuals into publicly accessible investment products for global users. Their vision is clear: to eliminate restrictions on investment posed by financial thresholds, geographical barriers, or regulatory labels, and to redistribute financial opportunities to the masses.

The operational mechanisms of these platforms are intuitive and powerful. They first complete the actual equity acquisition of the target company, and then tokenize this portion of rights on-chain in a 1:1 manner. This is not merely a mapping of securities, but a substantial transfer of economic rights. More importantly, the total issuance amount of all Tokens, circulation paths, and holding information are all transparently recorded on-chain, open for real-time verification by any user. On-chain traceability and off-chain physical assets structurally achieve a technological reconstruction of the traditional SPV and fund systems.

At the same time, these platforms do not push retail investors into the "deep water" of professional and complex processes. They proactively take on all the complex processes such as due diligence, structural design, and legal custody, allowing users to build their own Pre-IPO investment portfolios with a low threshold using just credit cards or USDC. The complex risk control and compliance processes behind the scenes are "invisible" to users.

In this model, the price of the Token is highly linked to the company's valuation, and users' returns come from the growth curve of real businesses, rather than the platform's empty narrative. This architecture not only enhances the authenticity of the investment but also connects the retail investors with the Primary Market, a profit channel that has long been controlled by elite capital, at the mechanism level.

A platform has launched a new product line, with the first product using a certain blockchain as a carrier, attempting to mirror one of the world's most imaginative companies as a publicly available on-chain asset. Each Token is tied to the expected value trend of this $350 billion aerospace unicorn, with a minimum investment threshold of only $50, and it supports Apple Pay and stablecoin payments.

Unlike traditional private sale investments, this Token does not grant voting rights, but instead has designed a unique "tracker" mechanism: the issued Token is essentially a debt instrument dynamically linked to the valuation of the target company. When the target company achieves an IPO, is acquired, or experiences other "liquidity events", the platform will return corresponding stablecoin earnings to investors' wallets based on the proportion of Token held, even including potential dividends. This is a new structure of "earning dividends without holding shares", which maximally reduces legal barriers while retaining core earnings exposure.

Summary

The rise of private equity tokenization signifies that the primary market is entering a new stage of structural transformation driven by blockchain technology. However, this path is still fraught with real-world resistance. While it may reshape the access rules, it is difficult to break the deep structural barriers between retail investors and institutions in one fell swoop. Asset tokenization is not a "magic key"; rather, it resembles a long-term game about trust, transparency, and institutional reconstruction, and the true test has only just begun.