Introduction
In the global asset landscape, non-public company equity—especially high-growth unicorn companies—holds a prominent position. Historically, private equity (PE) and venture capital (VC) firms have monopolized these growth opportunities, limiting participation for average investors. Blockchain and tokenization are changing this landscape.
By issuing tokens on the blockchain to represent non-public company equity or its economic rights, the market aims to create a new 24/7 secondary market within regulatory frameworks. This market aims to improve liquidity, lower barriers, and connect TradFi (traditional finance) with DeFi (decentralized finance). Institutions anticipate significant growth in this area, with Citigroup projecting an 80-fold increase in private equity tokenization within a decade, reaching nearly $4 trillion. This narrative places private company equity tokenization at the forefront of the RWA race, signaling profound shifts in asset participation mechanisms, exit strategies, and yield structures. Bitget Wallet Research explores how equity tokenization can help private companies break through these barriers.
A Trillion-Dollar 'Walled City': High Value, Yet Difficult to Enter and Exit
Private company equity encompasses a wide range of firms, from startups to large private groups, owned by founders, employees (through ESOP/RSU plans), angel investors, VC/PE funds, and long-term institutions. According to public data, global PE assets under management are approaching $6 trillion, while VC assets are around $3 trillion, totaling $8.9 trillion. Additionally, as of mid-2025, the total valuation of global unicorn companies hovers between $4.8 and $5.6 trillion, representing only the top few thousand companies. Tens of thousands of mature private companies not yet at the 'unicorn' status are not fully tracked.
A stark contradiction emerges: a vast asset pool worth trillions suffers from poor liquidity. Most investors cannot access this market, with major jurisdictions restricting primary private equity opportunities to qualified and institutional investors only, often with minimum investments starting from hundreds of thousands or even millions of dollars. Regulatory and wealth thresholds combine to isolate average investors from this asset class. Furthermore, 'residents inside the city' often struggle to exit, with IPOs or M&A being the only primary routes. Delays in unicorn IPOs lead to long-term lock-up periods of ten years, making it difficult to liquidate paper wealth. While offline private equity secondary markets exist, they heavily rely on intermediaries, making processes opaque, costly, and time-consuming, preventing them from becoming a widespread liquidity outlet. This asymmetry between high-value assets and inefficient liquidity mechanisms presents a clear entry point for non-public company equity tokenization: reconstructing a new participation and exit path without disrupting regulations or corporate governance.
What Does Tokenization Truly Change?
Within regulatory constraints, the value of tokenization goes beyond simply moving equity onto the blockchain. It reshapes three core mechanisms:
First, Continuous Secondary Liquidity: Tokenization allows high-value equity to be divided into smaller shares, enabling more compliant investors to participate in assets that were once exclusive to PE/VC firms. From the perspective of external investors, this marks the beginning of enabling ordinary people to buy shares in companies like OpenAI/SpaceX. For internal holders, it provides a supplementary exit for employees, early shareholders, and some LPs alongside IPOs/M&A, enabling staged monetization in a 24/7 market with manageable thresholds.
Second, More Continuous Price Discovery and Market Cap Management: Traditional non-public equity valuation relies heavily on funding rounds, with prices being discrete and lagging, even being considered intermittent quotes. Tokenizing some equity or economic rights and listing them for continuous trading allows target companies and primary investors to price subsequent financing and actively manage their market cap 'in the quasi-public market' using more frequent market price signals, reducing the gap between primary and secondary valuations.
Third, New Financing Channels: For some high-growth companies, tokenization is not only a tool for trading existing equity but also a tool for issuing additional financing. Through methods such as Security Token Offerings (STOs), companies can bypass costly underwriting and lengthy IPO processes and raise funds directly from compliant investors globally. This path is attractive to companies that do not have short-term IPO plans but hope to optimize their capital structures and improve employee liquidity.
Three Models: Real Equity on Chain, Mirror Image Derivatives, and SPV Structures
Three approaches have emerged for achieving private company equity tokenization, differing substantially in legal attributes, investor rights, and regulatory paths.
The first type is a native collaborative model where real equity is placed on-chain. This model allows for target company participation, and equity registration, token issuance, and shareholder register maintenance are completed within a regulatory framework. The on-chain token is equity in the legal sense, and holders have full shareholder rights such as voting rights and dividend distribution. A notable example is Securitize, which has helped companies like Exodus and Curzio Research tokenize equity, subsequently trading on ATS platforms, and even listing on the New York Stock Exchange (NYSE). Advantages include regulatory clarity and well-defined rights, but it requires high cooperation from the issuer and can be slow to implement.
The second type is synthetic mirror image derivatives. These projects do not hold real equity but use contracts/notes to "index" the target company's valuation, then issue perpetual contracts or debt tokens. The legal relationship between investors and the platform forms a debt or contract relationship, investors are not registered as shareholders in the target company, and returns depend entirely on contract settlement. Ventuals is an example of this model, using Hyperliquid's perpetual contract infrastructure to break down valuations of non-listed companies like OpenAI into tradable valuation units for users to go long and short.
The third type is the SPV (Special Purpose Vehicle) structure most commonly seen in Crypto. The issuing platform first establishes an SPV, which acquires a small stake in the target company in the traditional private secondary market, then tokenizes the beneficiary rights of the SPV for external sale. Investors hold contractual economic beneficiary rights to the SPV rather than direct rights in the target company's shareholder register. The advantage of this model is its practicality, allowing for the linking of real equity with on-chain capital to some extent even without issuer cooperation. However, it naturally faces dual pressure from regulatory bodies and the target company's legal affairs. Transfer restrictions in shareholder agreements, the opacity of the SPV itself, and liquidation arrangements can become points of contention in the future.
Derivatives Review: When OpenAI Is 'Chained' Through Perpetual Contracts
A new dispatch is reshaping the market's perception of Pre-IPO RWA: what many users really want is to be able to bet on the rise or fall of unicorn companies like OpenAI and SpaceX at any time. Hyperliquid is amplifying this need to the extreme. Through the HIP-3 programmable perpetual contract layer, any team can create a new perpetual market simply by staking enough HYPE. To reduce cold start pressure, Hyperliquid also offers Growth Mode, giving new markets taker fee discounts of nearly 90%, allowing long-tail assets to quickly accumulate depth and activity early on. Just last week, Hyperliquid directly launched the OPENAI-USDH trading pair. This means that a company that has not yet gone public and whose valuation is entirely driven by a private market has been brought into a 24/7, leveragable, globally accessible on-chain market, forming a low-dimensional attack on Pre-IPO RWA.
The expected shock is very clear: illiquid Pre-IPO equity tokens are threatened with marginalization by the depth and speed of the perp market before they even have a chance to really grow. If this trend continues, primary markets may in the future have to refer to the on-chain prices from the perp market to negotiate valuations, which will fundamentally change the price discovery logic of private assets.
Of course, this raises questions: what is the price of OPENAI-USDH really anchored to?
There is no continuous quotation for the valuation of non-listed companies on-chain, but on-chain perpetual contracts operate 24/7, possibly relying on a 'soft anchor' system built from oracles, long-term valuation expectations, funding rates, and market sentiment. For the Pre-IPO RWA sector, there are two layers of realistic shocks:
The first is the demand-side squeeze. When ordinary investors only want to bet on prices and do not care about shareholder rights, dividend distributions, and voting rights, a perpetual contract-based DEX based on Hyperliquid is often simpler, more liquid, and provides more leverage tools. In comparison, if Pre-IPO equity tokenization products only provide price exposure, it is difficult to compete with perp DEX in terms of experience and efficiency.
The second is a comparison between narrative and supervision logic. Equity tokenization must repeatedly negotiate with regulatory bodies such as the SEC and the legal systems of issuers. At present, perp DEX mostly operate in a regulatory gray area, and capture the lion's share of mindshare and trading volumes with lighter contractual structures and global accessibility. For ordinary users, 'signing up for perpetual contracts first and then thinking about whether there is real equity' is becoming an increasingly natural path. This does not mean that the Pre-IPO RWA narrative has failed, but it serves as a wake-up call. If this path is to go further, it must find its distinctive positioning between 'real shareholder rights, long-term capital allocation, cash flow distribution' and 'on-chain native liquidity'.
Conclusion: The Rewriting of Asset and Market Structures Has Begun
The essence of private company equity tokenization lies in its ability to redefine structural constraints such as high participation thresholds, narrow exit paths, and delayed price discovery, not just in enabling more people to buy a slice of a unicorn. Pre-IPO RWA represents both an opportunity and a stress test. It reveals real needs—employees, early shareholders, and investors are looking for more flexible ways to provide liquidity—and reveals realistic constraints such as regulatory friction, price anchoring, and insufficient market depth. In particular, the perp DEX shock has shown the sector more intuitively the speed and power of on-chain native liquidity.
This does not mean that tokenization will stop. Changes in asset structures, transaction structures, and market structures often rely on finding sustainable compromises between regulation and efficiency by issuers and infrastructure rather than relying on the victory of a single model. Hybrid paths may emerge in the future, maintaining shareholder rights and governance structures under regulatory frameworks and integrating the continuous liquidity and global accessibility of on-chain markets. As more assets are put on-chain in composable and tradable formats, the boundaries of non-listed equity will be redefined: it will no longer be a scarce asset in a closed market but will instead be a liquid node in the global capital network.
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