Tokenization of equity in unlisted companies: a trillion-level "siege", and the attention taken away by Perptual Futures

1. Introduction

In the global asset landscape, equity in non-public companies—especially high-growth unicorns—represents an asset sector that combines both potential and imagination. However, for a long time, this part of the appreciation space has been almost entirely monopolized by professional institutions such as private equity (PE) and venture capital (VC), with only a few institutions and high-net-worth investors able to participate, while ordinary investors often can only watch the growth stories of unicorns in the news.

Blockchain and tokenization are changing the landscape. By issuing tokens on-chain that represent the equity or economic rights of private companies, the market aims to build a new secondary market that can trade 24/7 within a compliant framework, enhancing liquidity, lowering barriers, and connecting TradFi with DeFi on a larger scale.

Institutions also have high expectations for this field, with Citibank believing that private equity tokenization could grow 80 times in the next decade, approaching a scale of $4 trillion. Against this narrative backdrop, the tokenization of equity in non-public companies naturally becomes one of the most关注的细分赛道之一 in RWA, with significance not only in technological innovation but also involving profound changes in asset participation mechanisms, exit strategies, and income structures. Bitget Wallet Research will take you through this article to see how equity tokenization will help non-public companies break through this wall.

2. Trillion-Level “Siege”: High Value, Yet Difficult to Enter and Exit.

From the asset side, the equity of non-listed companies covers everything from startups to large private groups, with holders including founding teams, employee ESOPs/RSUs, angel investors, VC/PE funds, and some long-term institutions. From the funding side, according to public data, the global PE management scale has approached $6 trillion, while the VC management scale is about $3 trillion, totaling approximately $8.9 trillion. At the same time, as of mid-2025, the total valuation of global unicorn companies hovers in the range of $4.8–5.6 trillion, and this only accounts for a few thousand top companies at the tip of the pyramid. Tens of thousands of mature private companies that have not yet “crossed the unicorn line” have not been fully accounted for.

If you put these numbers together, you will find a very distinctive picture: a huge asset pool worth trillions, yet it is a city with extremely poor liquidity. On one hand, this market is inaccessible to the vast majority of people. Major jurisdictions generally limit first-tier private placement opportunities to a small circle of qualified investors and institutional investors, with minimum investment amounts often starting from hundreds of thousands or even millions of dollars. The combination of wealth thresholds and institutional barriers makes it almost inherently insulated for ordinary investors from this asset class. On the other hand, those inside the city also often find it hard to exit. For employees, angels, and VC/PE holders, the mainstream exit paths are almost limited to IPOs or mergers and acquisitions. Unicorn companies generally delay going public, with ten-year lock-up periods becoming the norm, making it difficult for paper wealth to be realized over the long term. Although there is an off-chain private equity secondary market, it heavily relies on intermediaries for matchmaking, with opaque processes, high costs, and long cycles, making it difficult to become a scalable liquidity outlet.

The asymmetry between high-value assets and low-efficiency liquidity mechanisms provides a sufficiently clear demand entry point for the tokenization of equity in non-listed companies, namely to reconstruct a new path for participation and exit without disrupting regulatory and corporate governance order.

3. What is truly changed by tokenization

Under the premise of compliance, the value brought by tokenization goes beyond merely moving equity onto the blockchain; it lies in the reshaping of three core mechanisms.

First is the continuous secondary liquidity. Through tokenization and splitting, high-value equity can be divided into finer shares, allowing more compliant investors to participate in assets that originally only belonged to PE/VC with lower amounts. From the perspective of external investors, this is the starting point for ordinary people to buy a piece of OpenAI/SpaceX; from the perspective of internal holders, this provides employees, early shareholders, and some LPs with a supplementary exit beyond IPO/M&A, achieving phased monetization in a 7×24 on-chain market under controllable thresholds.

Secondly, there is a more continuous price discovery and market capitalization management. Traditional valuations of unlisted equity highly rely on financing rounds, leading to price dispersion and lagging, which can even be regarded as a form of intermittent quoting. If, within a compliant framework, part of the equity or economic rights is tokenized and enters continuous trading, the target company and primary investors can leverage more frequent market price signals to price subsequent financing, actively manage market capitalization in a “quasi-public market,” and alleviate the valuation gap between primary and secondary markets.

Finally, there are new financing channels. For some high-growth companies, tokenization is not only a tool for the circulation of existing equity but can also become a tool for issuing incremental funds. Through pathways such as Security Token Offerings (STO), companies may be able to bypass expensive underwriting and lengthy IPO queuing processes to raise funds directly from compliant investors worldwide. For those companies that do not have short-term listing plans but wish to optimize their capital structure and improve employee liquidity, this pathway is realistically attractive.

Four, three modes: true stock on-chain, mirror derivatives, and SPV structure

Regarding the issue of equity tokenization for unlisted companies, there are currently three main paths in the market, which have essential differences in legal attributes, investor rights, and compliance paths.

The first category is native collaborative models of real equity on the blockchain. This type of model is actively authorized and participated in by the underlying company, with equity registration, token issuance, and maintenance of the shareholder register all completed within a regulatory framework. The on-chain tokens are legally recognized as equity, and holders possess complete shareholder rights such as voting rights and dividend rights. A typical representative is Securitize, which has assisted companies like Exodus and Curzio Research in tokenizing equity, subsequently trading on ATS platforms, and even further listing on the NYSE. The advantages lie in clear compliance and defined rights, but the prerequisite is high cooperation from the issuer, resulting in a relatively slow implementation pace.

The second category is synthetic mirror-type derivatives. These projects do not hold real equity but instead index the valuation of the target company through contracts/tickets and then issue perpetual contracts or debt-type tokens. Investors establish a creditor or contractual relationship with the platform under the law and are not registered as shareholders of the target company; the returns depend entirely on contract settlement. For instance, Ventuals is one representative of this model, based on the perpetual contract infrastructure of Hyperliquid, which breaks down the valuations of non-public companies like OpenAI into tradable valuation units for users to go long or short.

The third type is the most common SPV indirect holding in the current Crypto landscape. The issuing platform will first establish a special purpose vehicle (SPV), which will acquire a small amount of equity in the target company from the traditional private placement secondary market, and then tokenize the beneficial rights of the SPV for external sale. Investors hold contractual economic beneficial rights to the SPV, rather than direct rights on the shareholder register of the target company. The advantage of this model is its practicality, as it can connect real equity with on-chain capital to a certain extent even without the cooperation of the issuer; however, it also inherently bears dual pressure from regulatory agencies and the legal affairs of the target company. Transfer restriction clauses in the shareholder agreement, the opacity of the SPV itself, and the clearing arrangements may all become focal points of future disputes.

5. Derivatives Market: When OpenAI is “on-chain” with perpetual contracts

Recently, a new signal is reshaping the market's perception of Pre-IPO RWA: what many users actually want is not shareholder status, but the ability to bet on the ups and downs of unicorns like OpenAI and SpaceX at any time.

Hyperliquid has taken this demand to the extreme. Through the HIP-3 programmable perpetual contract layer, any team can create new perp markets as long as they stake enough HYPE; to reduce the cold start pressure, Hyperliquid has also launched Growth Mode, providing about a 90% reduction in taker fees for new markets, allowing long-tail assets to quickly accumulate depth and activity in the early stages.

Just last week, Hyperliquid directly launched the OPENAI-USDH trading pair. This means that a company not yet listed, with its valuation entirely driven by the private equity market, has been brought into a 7×24, leveraged, globally accessible on-chain market, forming a dimensionality reduction impact on Pre-IPO RWA.

The anticipated impact is very obvious. Pre-IPO equity tokens with no liquidity have been marginalized by the depth and speed of the perp market before they even have a chance to truly grow. If this trend continues, the primary market may even have to refer to the on-chain prices of the perp market for valuation in the future, which will completely change the price discovery logic of private equity assets.

Of course, the question arises: what exactly does the price of OPENAI-USDH anchor? The market value of unlisted companies does not have continuous quotes off-chain, while on-chain perpetual contracts operate 24/7, possibly relying on a “soft anchoring” system constructed by oracles, long-term valuation expectations, funding rates, and market sentiment.

For the Pre-IPO RWA track, there are two layers of real impact involved:

First, there is the squeeze on the demand side. When ordinary investors only want to bet on prices and do not care about shareholder rights, dividends, and voting rights, the perpetual contract DEX based on Hyperliquid is often simpler, has more liquidity, and offers more diverse leverage tools. In contrast, Pre-IPO equity tokenization products that only provide price exposure find it difficult to compete with perp DEX in terms of experience and efficiency.

Secondly, the comparison between narrative and regulatory logic. Equity tokenization must repeatedly collaborate with regulatory bodies such as the SEC and the legal framework of issuers; whereas perp DEX is currently more in a regulatory gray area, seizing mental space and trading volume with a lighter contract structure and global accessibility. For ordinary users, “first get on perpetual contracts, then consider whether there are real equities” is becoming a more natural path.

This does not mean that the narrative of Pre-IPO RWA has failed, but it has sounded the alarm. If this track is to go further, it must find its own differentiated positioning between “real shareholder rights, long-term capital allocation, cash flow distribution” and “on-chain native liquidity.”

6. Conclusion: The rewriting of asset structure and market structure is beginning.

The importance of equity tokenization for unlisted companies lies not in allowing more people to buy a piece of the unicorn, but in addressing the fundamental pain points of private equity assets: high participation thresholds, narrow exit paths, and delayed price discovery. Tokenization allows people to see for the first time the possibility of redefining these structural constraints.

In this process, Pre-IPO RWA is both an opportunity and a stress test. On one hand, it reveals the real demand—employees, early shareholders, and investors are looking for more flexible circulation methods; on the other hand, it exposes practical constraints such as regulatory friction, price anchoring, and insufficient market depth. Especially under the dimensional reduction impact of perp DEX, the industry sees more directly the speed and power of on-chain native liquidity.

But this does not mean that tokenization will come to a standstill. The transformation of asset structures, trading structures, and market structures often does not rely on a single model prevailing, but rather on issuers and infrastructure finding a sustainable compromise between regulation and efficiency. In the future, a hybrid path is more likely to emerge, which retains shareholder rights and governance structures under a compliance framework while also accommodating continuous liquidity and global accessibility in on-chain markets.

As more assets are brought on-chain in a composable and tradable form, the boundaries of unlisted equity will be redefined: it is no longer a scarce asset in a closed market, but a liquid node in the global capital network.