Understanding Tokenization: Real-World Assets vs. Securities
Published on November 23, 2023
Author : Greg Hauw, Founder & CEO, Ohanae, Inc

The financial landscape is undergoing a transformative shift with the advent of tokenization. This cutting-edge method involves the digitization of ownership or rights to assets through blockchain technology. For the everyday retail investor, discerning the differences between tokenization of real-world assets and tokenization of securities is crucial.

Tokenization of Real-World Assets: Unlocking Possibilities

Tokenization of real-world assets (“RWA”) involves the conversion of tangible assets, like real estate, into digital tokens on a blockchain. The objective is to enhance liquidity, enable fractional ownership, and facilitate secure and transparent ownership transfers.

In real estate tokenization, investors can own a fraction of a property through digital tokens, democratizing access to investments traditionally reserved for larger players.

Key Points for Retail Investors:

Diversification: Tokenization allows investors to diversify portfolios by gaining exposure to various real-world assets without requiring significant capital.

Liquidity: Digital tokens can be traded on blockchain platforms, potentially offering increased liquidity compared to traditional real estate investments.

Accessibility: Fractional ownership makes it easier for retail investors to participate in markets traditionally dominated by institutional players.

Tokenization of Securities: Navigating Regulatory Waters

Tokenization of securities involves representing ownership or rights to traditional financial instruments, such as stocks or bonds, as equity tokens or digital asset securities on a blockchain. The classification of these tokens as securities is crucial, subjecting them to securities regulations.

In the United States, the regulatory body overseeing securities laws is the U.S. Securities and Exchange Commission (“SEC”). Whether the tokens issued in the tokenization process are deemed securities depends on specific details and underlying assets. The SEC employs the "Howey Test" to determine if an investment involves the investment of money in a common enterprise with an expectation of profit solely from the efforts of others, classifying it as a security.

Key Points for Retail Investors:

Regulatory Compliance: Tokenized securities must comply with U.S. securities laws, focusing on registration, disclosure, and anti-fraud aspects. Compliance is essential for investor protection.

Howey Test: Understanding the Howey Test helps investors recognize when an investment might be considered a security, guiding their decisions in the tokenization space.

Consult Legal Experts: Entities involved in the tokenization of real-world assets in the U.S. must carefully structure offerings, provide disclosures, and consider SEC exemption if necessary. Consulting legal experts with securities law expertise is crucial for compliance.

The Reg A+ Approach: Empowering Retail Investors

A notable avenue for tokenizing securities is Regulation A+ (“Reg A+”). This regulatory framework allows for a streamlined and cost-effective method of raising capital, making it accessible to a broader range of investors, both accredited and non-accredited.

Benefits of the Reg A+ Approach:

Inclusive Investment: Reg A+ allows companies to raise capital from a diverse set of investors, democratizing access to investment opportunities.

Liquidity Options: Investors may have liquidity options, potentially trading their securities on secondary markets, increasing flexibility.

Transparency: The regulatory requirements of Reg A+ promote transparency, providing investors with the information needed to make informed decisions.

Ohanae OTC Market Platform: Bridging the Gap

In the realm of tokenization, the Ohanae OTC Market Platform presents an innovative approach. This platform aims to facilitate Over-The-Counter (“OTC”) trading of tokenized securities, providing a marketplace for buyers and sellers to engage in secure and compliant transactions.

Key Features of Ohanae OTC Market Platform:

Secure Trading: The platform employs advanced security measures to ensure the integrity of trades and protect the interests of market participants.

Regulatory Compliance: Ohanae OTC Market Platform aligns with regulatory requirements, fostering a compliant environment for the trading of tokenized securities.

Enhanced Accessibility: The platform contributes to the accessibility of tokenized securities, connecting a global network of investors.

Navigating the Tokenization Landscape: Tips for Retail Investors

Educate Yourself: Understanding blockchain technology, tokenization, and securities regulations is crucial for making informed investment decisions.

Seek Professional Advice: Consult with legal and financial professionals, especially when considering tokenized securities. Their expertise is invaluable.

Stay Informed: Regularly update yourself on changes and developments in the tokenization space and regulatory landscape.

In conclusion, as tokenization opens up new horizons for retail investors, a thorough understanding of these concepts and adherence to regulations are essential for a secure and successful investment journey.

This article provides general information and should not be considered as financial or legal advice. Investors should conduct their own research and seek professional advice before making investment decisions.

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Disclaimer

An offering statement regarding this offering has been filed with the SEC.  The SEC has qualified that offering statement, which only means that the company may make sales of the securities described by the offering statement.  It does not mean that the SEC has approved, passed upon the merits or passed upon the accuracy or completeness of the information in the offering statement.  The offering circular that is part of that offering statement is at https://vdr.ohanae.com/projects/ohanae.  You should read the offering circular before making any investment.

Ohanae Securities LLC is a subsidiary of Ohanae, Inc. and member of FINRA/SIPC. Additional information about Ohanae Securities LLC can be found on BrokerCheck. Ohanae Securities LLC is in discussions with FINRA about exploring the expansion of business lines for the broker/dealer.  Any statements regarding abilities of Ohanae Securities LLC are subject to FINRA approval and there are no guarantees FINRA will approve the broker/dealer’s expansion.

Ohanae Securities is seeking approval to be a special purpose broker-dealer that is performing the full set of broker-dealer functions with respect to digital asset securities – including maintaining custody of these assets – in a manner that addresses the unique attributes of digital asset securities and minimizes risk to investors and other market participants. If approved, Ohanae Securities will limit its business to digital asset securities to isolate risk and having policies and procedures to, among other things, assess a given digital asset security’s distributed ledger technology and protect the private keys necessary to transfer the digital asset security.