Tokenized US Public Stocks

Deal context

Asset Haus is providing the tokenization infrastructure and structuring support for a structured note program targeting $200M in issuance, designed to give non-US qualified investors exposure to US public equities. The issuer is a BVI SPV that issues NAV-linked structured notes, represented as ERC-1400 tokens on Ethereum. The engagement began in Q4 2025 and is in progress: the current phase covers architecture and legal pathway design, not live distribution.

The product is a wrapper, not a venue. Investors do not open US brokerage accounts and do not hold the underlying shares. They hold notes issued by the SPV whose value tracks the underlying equities on a delta-one basis, with dividends passed through via NAV mechanics and corporate actions processed automatically.

The structuring problem

The deal reduces to three linked problems:

1. Eligible access. Non-US investors want US equity exposure, but the offering cannot look like retail brokerage or direct share distribution. The wrapper answers this: exposure is delivered through a structured note issued by an offshore SPV and offered only to non-US qualified investors.
2. Custody of the underlying. The equities backing the notes sit with a qualified custodian — the custody integration architecture contemplates providers such as BitGo or Fireblocks — and the outstanding token supply must map to actual custodied positions at all times.
3. NAV/price linkage. Because investors are noteholders rather than shareholders, economics cannot flow as shareholder distributions. Instead, the note tracks the underlying delta-one, and dividends, splits, and mergers are absorbed into NAV and token-ratio adjustments under a defined methodology.

The chain is: custodied US equities → qualified custodian → BVI SPV as note issuer → NAV-linked ERC-1400 tokens → non-US qualified investors.

Jurisdiction and compliance constraints

The compliance perimeter is built around the BVI regulatory framework, with the SPV as issuer, plus a multi-license pathway: ADGM and Bahrain licensing pathways are under exploration as potential distribution routes. Qualified custody of the underlying is a stated requirement of the structure, not an optimization.

At the investor layer, the gates are explicit: the offering targets non-US qualified investors globally (ex-US), with eligibility verified at onboarding and enforced again at every transfer. The ERC-1400 standard carries transfer restrictions at the token level, so restricted notes cannot move to unverified or ineligible holders.

Because the underlying is US securities held for the benefit of non-US investors — the engagement's highest-weighted complexity factor — the regulatory analysis is treated as a first-class deliverable. A regulatory pathway memo frames the issuer, custody chain, and distribution options; final determinations on each pathway rest with qualified counsel in the relevant jurisdictions. Asset Haus coordinates that work as infrastructure and structuring support; it does not act as legal counsel, broker-dealer, or custodian.

Platform modules deployed

Six Asset Haus modules cover the operating stack:

• Token Factory — issuance of NAV-linked ERC-1400 tokens with transfer restrictions encoded at the token level.
• Investor Portal — subscription, position, and NAV visibility for noteholders.
• KYC/KYB — identity and entity verification plus the qualified-investor and non-US eligibility screening the structure depends on.
• Registry — the authoritative register of noteholders, kept in sync with on-chain token positions.
• Transfer Controls — whitelist enforcement so notes move only between verified eligible investors.
• Admin & Reporting — NAV publication, reconciliation, corporate action processing, and issuer reporting.

Alongside the modules, the engagement's deliverables include structured note terms, the NAV calculation methodology, a corporate actions protocol, the custody integration architecture, and partner selection criteria.

Investor workflow

An investor's path through the structure is deliberately narrow:

1. Onboard through KYC/KYB, including confirmation of non-US qualified investor status.
2. Subscribe through the Investor Portal for notes in the program.
3. Receive tokens minted by the Token Factory to a whitelisted position; the register updates in parallel.
4. Hold and monitor — the portal shows the position and its NAV, which tracks the underlying equities delta-one; dividends appear as NAV adjustments rather than separate cash payments.
5. Transfer, if at all, within the perimeter — transfer controls permit movement only between verified eligible holders. There is no open secondary venue in this structure, and no liquidity level is promised.

Registry, settlement, and reporting logic

The register is the record of note ownership; token positions mirror it rather than replace it. The structural invariant is the mapping between outstanding token supply and the custodied underlying equities, maintained through reconciliation between custodian records and the on-chain register under the custody integration architecture.

Economic events are processed as NAV events under the documented methodology:

Corporate action entitlements are distributed via Merkle drops under the corporate actions protocol, so splits and merger outcomes reach every holder without manual per-investor processing. Distributions across the program are NAV-adjusted, with dividends flowing through the note's base mechanics.

Outcome / current status

The program is in progress, currently in the architecture and legal pathway design phase. The design targets $200M of issuance; that is a target, and no issuance results are reported at this stage. What exists today is the structural work: the regulatory pathway memo, structured note terms, NAV methodology, corporate actions protocol, custody integration architecture, and partner selection criteria, alongside the platform module configuration described above. The engagement carries the platform's maximum complexity rating (5/5), driven by the US-securities underlying, the NAV-based dividend mechanics, and the multi-jurisdiction pathway.

What operators can reuse

• Wrap listed exposure as an instrument, not a venue. An SPV-issued note with a defined eligibility perimeter is a fundamentally different regulatory object from anything resembling an exchange or retail brokerage — keep the design firmly on the instrument side.
• Push all economics through NAV. Handling dividends, splits, and mergers as NAV and ratio adjustments keeps the holder's claim clean — a noteholder claim against the issuer — instead of recreating shareholder mechanics the structure cannot support.
• Design custody and reconciliation before token mechanics. The token supply is only as credible as its mapping to custodied underlying positions; reconciliation logic belongs in the architecture, not in operations retrofits.
• Treat eligibility and transfer controls as the product. For US-underlying exposure sold offshore, the gates define the offering; encode them in the token standard, not only in policy documents.
• Keep jurisdictional optionality. Anchoring the issuer early (here, BVI) while exploring licensing pathways (ADGM, Bahrain) lets distribution ambitions grow without re-architecting the wrapper.

Related resources

• Tokenized securities compliance guide
• NYSE tokenization and what it means for issuers
• Guide to tokenization instruments
• Tokenized certificates and AMCs
• Legal setup coordination