Prometheum's proposed tokenized US stocks would not put each overseas investor's name on an issuer's official shareholder register. Under the structure described by co-CEO Aaron Kaplan, Cede & Co. would remain registered owner of the underlying shares held through DTC, while an eligible investor would hold a legally recognized securities entitlement through regulated intermediaries. That is how much of the conventional U.S. brokerage market already works, even without tokens. The key claim is therefore not that a blockchain entry replaces securities law. It is that the token can represent a position whose rights remain enforceable through the existing custody chain.
Who owns the underlying tokenized US stocks?
A brokerage client normally does not appear individually as registered holder on the company's books when shares sit at the Depository Trust Company. Cede & Co., DTC's nominee, is the registered owner; intermediaries record beneficial positions and owe obligations to their customers. Prometheum says its arrangement with HashKey and Velocity Capital would preserve this indirect-holding model. The participant associated with a registered blockchain wallet would hold an entitlement and treat its customer as an entitlement holder under Article 8 of the Uniform Commercial Code.
Kaplan's distinction is precise: the token by itself does not create or define the customer's ownership interest. Duties owed by the securities intermediary, custody records and applicable investor-protection rules do that work. A blockchain transfer could record a change in who controls the represented position, but the regulated custody system must reconcile and honor it. If the two ledgers disagree, a software display cannot settle the legal question merely by asserting that a token exists.
The proposal differs from tokens that only mirror a company's price. A synthetic instrument might pay an amount linked to Nvidia stock while conferring no interest in any underlying Nvidia share. An offshore special-purpose vehicle may hold actual shares but leave its tokenholders with a contractual claim against that separate company. Prometheum instead proposes to back its representation with conventional shares in DTC custody and connect the customer's position through the U.S. broker-dealer system. The difference is meaningful only if the final agreements and participating jurisdictions preserve the entitlement from the U.S. intermediary all the way to the overseas customer.
Redemption and corporate actions are the test
Prometheum says an investor could convert the token position into a conventional share position or sell for cash through a broker-dealer, using DTC's standard securities procedures. Dividends and stock splits would also pass through existing market channels. That approach promises continuity with the ordinary equity market rather than an isolated token that trades without a claim on issuer events. It also requires careful operating rules: distributions, voting cutoffs, custody records and trading halts must be synchronized with a token that may move outside U.S. exchange hours.
Under the described model, the SEC's Customer Protection Rule would require customer securities held by a broker-dealer to be kept separate from the firm's own assets. Securities Investor Protection Act procedures can also matter in a broker-dealer failure. Neither reference is a universal guarantee against loss for every investor on every offshore platform. HashKey's international distribution network would operate under the rules of its own licensed jurisdictions, and the proposed memorandum does not establish how every local insolvency regime would treat customer claims.
The distinction between a token, an entitlement and a registered share is already shaping U.S. regulation. A recently announced SEC pathway for qualifying tokenized National Market System stocks focuses on rights comparable to the conventional securities, including applicable votes, dividends and liquidation claims. Pure price-tracking products do not meet that standard. Bitnxt's account of the SEC's rights-based tokenized-stock pathway describes why issuer objections and market halts also matter. Prometheum's international plan is not identical to an approved U.S. public trading launch, but its emphasis on real intermediary rights answers the same ownership question.
HashKey would handle eligible international access
Under the proposed collaboration, HashKey would distribute the securities through eligible licensed exchanges in multiple jurisdictions. Prometheum Capital and Velocity Capital would provide custody, execution and clearing links to U.S. securities infrastructure. The companies have discussed shares from the Russell 1000, major exchange-traded funds and Treasury instruments as potential products. They have not finalized the pilot list or countries where the offering would become available. An eligible overseas user would still need to pass the applicable local requirements.
Velocity has memberships connected to DTC, the National Securities Clearing Corporation and the Options Clearing Corporation. Prometheum Capital and Velocity operate as SEC-registered, FINRA-member broker-dealers. Those registrations establish the role of U.S. securities intermediaries, but registration alone is not proof the proposed product has launched or that foreign customers have opened positions. Final agreements, regulatory clearances and operational integration remain conditions, not minor paperwork after a live deployment.
Other tokenization businesses are connecting to familiar market infrastructure. Ondo's move into DTCC's Fund/SERV network adds processing links for investment products, although it does not define legal rights for Prometheum's proposed tokens. DTC has planned a broader Tokenization Service launch for October after limited production transactions. A connection to established clearing systems can help tokenized products fit familiar workflows; it cannot substitute for an investor-level explanation of claims, conversion rights and what happens if an intermediary fails.
The pilot has not yet proven the chain
The most persuasive future test will follow one investor's position from initial purchase through a corporate action and back into a conventional share or cash sale. At each step, the companies should show which entity owes the customer the share, how records reconcile, and which protection applies if a distributor, wallet provider or broker-dealer stops operating. The answer may vary by country because the overseas leg introduces local investor and insolvency law.
Prometheum has put a clear legal theory on the table: a token is a representation, while the securities entitlement lives in regulated market infrastructure. That is stronger than saying an onchain symbol is automatically a share. It is still a proposal. Until agreements are final and the pilot operates under the necessary approvals, prospective holders should ask who stands behind their entitlement, not simply whether a token trades around the clock.
