On July 1, 2025, online brokerage Robinhood announced in Cannes, France, the official launch of its tokenized stock trading service for users in the European Union. This service covers over 200 US stocks and ETFs, including equity tokens of unlisted private companies like artificial intelligence giant OpenAI and space exploration company SpaceX. Users can invest in these previously unattainable tech giants with as little as 1 euro, and OpenAI tokens can be purchased for as little as 0.5 US dollars. However, OpenAI officially issued an urgent statement: "These 'OpenAI tokens' are not OpenAI equity. We have not collaborated with Robinhood, are not involved in this, and do not endorse it." Thus began a fierce battle over the boundaries of financial innovation, regulatory compliance, and corporate control. 1. Why is Robinhood Betting on Equity Tokenization? This move by Robinhood is more than a simple product expansion; it represents a crucial step in its transformation into a blockchain financial super-app. Its strategic plan reveals three key ambitions: Breaking Down Traditional Investment Barriers: Through fragmented tokenization, Robinhood is making investing in top tech companies like OpenAI accessible to ordinary retail investors. Private equity, traditionally reserved for accredited investors, can now be held in Europe for just a few euros. Reconstructing the Global Liquidity System: Tokenized stocks support 24/7 trading, five days a week, completely breaking the traditional stock market's trading hours. More importantly, they create an instantly liquid secondary market for private equity like SpaceX, resolving the long-standing exit challenge for private equity. Seizing the Trillion-Dollar RWA (Real World Asset) Market: Morgan Stanley predicts that the global RWA market will exceed $10 trillion by 2025. Robinhood entered this market with a retail-friendly strategy, differentiating itself from traditional institutions like BlackRock. Its stock price soared 13% on the day of its launch, reaching a record high, a testament to the market's commitment to its strategic direction. In terms of technical architecture, Robinhood chose Arbitrum, the Ethereum Layer-2 network, as its initial platform, precisely because of its technological advantage of transaction costs being only 1/100 of Ethereum's mainnet (gas fees per transaction are less than $0.1). However, this is only a transitional solution. The company has already begun development of its own Layer-2 blockchain, "Robinhood Chain." Based on the optimized Arbitrum Orbit technology stack and designed specifically for RWAs, it aims to achieve cross-chain asset interoperability and a self-custody system. 2. "Equity Tokens" are essentially "equity" rights mapped under SPV. How does Robinhood tokenize the equity of private companies? At its core lies the sophisticated legal and financial engineering of a special purpose vehicle (SPV): Indirect shareholding: Robinhood doesn't directly hold OpenAI shares, but rather gains indirect economic exposure by investing in an SPV (Special Purpose Vehicle) that holds OpenAI shares. Tokenized equity splits: The SPV's equity is packaged and divided into tokens based on the Arbitrum blockchain. Each token represents the right to track changes in the value of the SPV's underlying assets. Limited equity grants: Token holders receive economic benefits (such as dividends) but do not receive voting rights or formal shareholder status. Robinhood explicitly states in its terms and conditions: "What you are purchasing is not actual stock, but a contract recorded on the blockchain."
This design essentially creates an equity derivative: the token price is anchored to changes in the target company's valuation, but legally, users only hold a claim against the Robinhood SPV. Technically, the architecture 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 is subject to KYC/AML review, and in practice, centralized control is still maintained, in stark contrast to the open ideals of blockchain.
Third, why did OpenAI immediately deny it?
OpenAI’s counterattack against Robinhood was swift and thorough:
In its official statement, it emphasized three times that it “did not cooperate, did not participate, and did not endorse.”
It clearly stated that “any transfer of OpenAI equity must be approved,” implying that the issuance was completely unauthorized.
Musk even added fuel to the fire with a sharp comment on social media: “Your equity is fake.” This exposes deeper industry contradictions: The challenge of corporate control: OpenAI's closed-source strategy and tightly controlled equity structure are the cornerstones of its business. The potential for dispersed ownership and information transparency brought about by tokenization directly threatens its core competitive advantage. Robotics company Figure AI has also issued a legal letter regarding similar practices, emphasizing that "all share transactions must be authorized by the board of directors." The battle for pricing power: Private companies worry that low-price trading in the secondary market will impact their financing valuations. If Robinhood users trade OpenAI tokens at a discount, this could affect the company's ability to set prices for subsequent financing rounds.
Fourth, the Compliance Dilemma of Tokenized Securities
This incident exposes the multiple legal risks faced by RWA tokenization:
Ambiguity in Securities Definition: The US SEC has yet to clarify whether tokenized shares constitute securities. While the EU has incorporated security tokens into licensing regulations through the MiCA framework, there remains a regulatory gap for private company equity tokens. Robinhood's choice of the EU for its debut is a strategic attempt to circumvent US regulatory uncertainty.
Conflicts with Shareholder Agreements: Private company shareholder agreements often contain clauses restricting equity transfers. Dragonfly partner Rob Hadick warned, "The company could cancel equity sales that violate the agreement, resulting in token holders losing their assets to zero." This means OpenAI could theoretically trace and invalidate the shares held by Robinhood's special purpose vehicle (SPV), causing the token's value to evaporate instantly. Risk of cross-border regulatory arbitrage: While the service is limited to European users, the global openness of blockchain means users may be spread across the globe, leading to jurisdictional conflicts. Tax issues are even more complex—capital gains tax and withholding tax rules vary across countries. These disputes reveal a core contradiction within RWA: blockchain technology pursues openness and transparency, while traditional finance and corporate governance require privacy and control. This gap between the two remains unbridged, and the OpenAI incident has brought it into the open. V. Continuous Transformation and Advancement Amid Controversy Despite the controversy, Robinhood's tokenization strategy continues to advance, with potential future developments in the following directions: Technical Infrastructure Upgrade: The company plans to migrate its RWA product to its self-developed Robinhood Chain by late 2025 or early 2026. This chain is designed for compliance, with a built-in KYC/AML module, and aims to achieve cross-chain asset interoperability (connecting to Ethereum, Solana, etc.) and support non-custodial wallets. Product Form Iteration: The company is transitioning from "equity tokens" to "income rights tokens." After the OpenAI incident, tokens representing purely economic rights (distributing only dividends and not participating in governance) may become a compromise solution. Nvidia's patent pool on-chain licensing model offers a valuable example—precisely controlling the scope of transfers through smart contracts. Regulatory sandbox collaboration: Drawing on Project Guardian, a collaboration between the Monetary Authority of Singapore and Ant Chain, compliance solutions can be tested in a controlled environment. Reaching a pre-licensing agreement with the target company is also imperative to avoid repeating the pitfalls of "acting first and consulting later." More profound changes may arise in the regulatory realm. This dispute may prompt the EU to refine its rules for tokenization of private companies under the MiCA framework, requiring platforms to clearly disclose indirect token holdings and establish authorization verification mechanisms with target companies. 6. Impact on the RWA Industry Ecosystem Regardless of the outcome, Robinhood's experiment has already had irreversible impacts on the RWA sector: Negative Cautionary Effect: OpenAI's strong denial and the Lithuanian Central Bank's investigation set a red line for the industry. Any tokenization project without the target company's authorization faces significant legal risks and reputational damage. In the short term, institutions may become more cautious about tokenizing private company equity. Positive Acceleration Effect: Institutions such as BlackRock and Franklin Templeton have accelerated their RWA deployments. Robinhood's retail-first strategy validates the vast market demand for fragmented investments. Innovation in compliance solutions will explode—for example, Jarsy's "on-chain mapping + off-chain physical assets" model (stock options followed by 1:1 tokenization) could become the new standard. Redefining Financial Democratization
Supporters praise it as a breakthrough against elite capital monopoly; critics denounce it as a "fake equity, real gimmick." The true balance may lie somewhere in the middle: ensuring transparency through regulation and enabling accessibility through technology, while respecting companies' legitimate desire for core control.
Seventh: Proceeding with a Rebalance between Innovation and Compliance
Robinhood's OpenAI tokenization experiment is a double-edged sword. On the one hand, it demonstrated technological fortitude by exposing the barriers to entry and inefficiencies of traditional financial markets, using blockchain to open up new possibilities for globalized, fragmented investment. On the other hand, its disregard for legal boundaries and the fierce backlash from OpenAI exposed RWA's naiveté regarding business ethics and regulatory compliance. This game won't end in a complete victory for either side. A more likely development is the emergence of a new paradigm: within a licensing framework, the tokenization of revenue rights and governance rights separates and separates them, protecting companies' need for sensitive control while enabling universal sharing of economic benefits.
Alex
Joy
Brian