Private Sale Tokenization: A New Attempt to Open the Primary Market

Beyond the stablecoin craze, equity tokenization is becoming a new focal point in the market.

Recently, the Web3 startup Jarsy completed a $5 million Pre-seed financing. The company aims to address a long-standing issue: why do the early growth dividends of top private companies only belong to institutions and super-rich individuals? Jarsy's solution is to leverage blockchain technology to restructure the participation model, transforming the private equity of unlisted companies into asset-backed Tokens, allowing ordinary investors to participate in the growth of star companies like SpaceX and Stripe with a lower threshold.

This financing news has sparked heated discussions in the market about the topic of "private sale tokenization." This alternative asset class, which was originally confined to the venture capital circle, is now being opened to a broader range of investors thanks to blockchain technology.

Private Sale Tokenization: A New Realm of Asset On-Chain

In the current financial system, the private sale market may be one of the most underutilized investment opportunities.

Jarsy has created an index system comprising 30 top unlisted companies, called the "Jarsy 30 Index", to measure the overall performance of high-quality Pre-IPO enterprises. This index covers notable companies such as SpaceX and Stripe, representing the most promising and attractive segments of the private market. Data shows that the return rates of these companies are quite impressive.

From the beginning of 2021 to the first quarter of 2025, the Jarsy 30 Index has risen by 81%, far exceeding the 51% increase of the Nasdaq 100 Index during the same period. Even in the first quarter of 2025, when the overall market was down and the Nasdaq fell by 9%, these leading unlisted companies still rose by 13% against the trend. This not only reflects the fundamental strength of these companies but also highlights their significant growth potential before going public.

However, this "value capture window" has long been open only to a select few. For most ordinary investors, an asset market with an average transaction size exceeding $3 million, complex structures, and a lack of public liquidity is completely inaccessible, a "wait-and-see zone".

In addition, the exit paths for these companies are not limited to IPOs; mergers and acquisitions have become one of the more common options, which further raises the participation threshold for ordinary investors. In the first quarter of 2025 alone, the scale of mergers and acquisitions of venture capital-backed companies reached a historical high of $54 billion.

In this traditional financial landscape, the highest quality growth assets are locked within the circles of high-net-worth individuals and institutional investors, while ordinary investors are excluded.

The "private equity tokenization" is precisely aimed at breaking this structural inequality. It transforms the originally high-threshold, low-liquidity, and complex structure of private equity into on-chain native assets, significantly lowering the entry threshold, compressing the $3 million ticket to $10; while simplifying the lengthy and complex SPV agreements into on-chain smart contracts; and enhancing asset liquidity, creating the possibility of round-the-clock pricing for assets that were originally closed for long periods.

Bringing investment opportunities from the Primary Market into everyone's digital wallet

Jarsy

As a blockchain-based asset tokenization platform, Jarsy aims to break down the barriers of the traditional financial world, allowing Pre-IPO assets, which were previously only accessible to high-net-worth individuals, to become publicly investable by users worldwide. Its vision is clear: to make investment no longer restricted by capital thresholds, geographical locations, or regulatory limitations, and to redistribute financial opportunities to a broader group.

The operational mechanism of Jarsy is direct and powerful. The platform first completes the actual equity acquisition of the target company, and then tokenizes this equity on-chain in a 1:1 ratio. This is not just a mapping of securities, but a substantial transfer of economic rights. More importantly, the total issuance volume of all tokens, circulation paths, and holding information are transparently recorded on the chain, allowing any user to verify in real time. This on-chain traceable and off-chain physical structure achieves a technological reconstruction of the traditional SPV and fund system.

At the same time, Jarsy has also simplified the participation process for ordinary investors. The platform takes on all the complex tasks such as due diligence, structural design, and legal custody, allowing users to build their own Pre-IPO investment portfolio with a low entry threshold starting from $10 using a credit card or USDC. The complex risk control and compliance processes behind the scenes are "invisible" to users.

In this model, the token price is highly correlated with the company's valuation, and users' returns come from the actual growth curve of the enterprise, rather than from the platform's false narratives. This architecture not only enhances the authenticity of investments but also opens up the primary market revenue channels that have long been controlled by elite capital for ordinary investors at the mechanical level.

Republic

Recently, the well-established investment platform Republic launched a new product line called Mirror Tokens, with its first product rSpaceX based on the Solana blockchain, aimed at "mirroring" one of the world's most imaginative companies as a publicly offered on-chain asset. Each rSpaceX is linked to the expected value trend of SpaceX, the aerospace giant valued at $350 billion, with a minimum investment threshold of only $50, and supports Apple Pay and stablecoin payments. This opens the door for ordinary investors globally to enter the Primary Market.

Unlike traditional private sales, Mirror Token does not grant holders voting rights, but it has designed a unique "tracker" mechanism: the tokens issued by Republic are essentially a debt instrument that is dynamically linked to the valuation of the target company. When SpaceX achieves an IPO, is acquired, or undergoes other "liquidity events", Republic will return the corresponding stablecoin profits to investors' wallets based on their token holding ratio, including possible dividends. This is an innovative structure that allows for "dividends without holding shares", minimizing legal barriers while retaining core earnings exposure.

Of course, this mechanism also sets certain thresholds. All Mirror Tokens will be locked for 12 months after the initial issuance before they can circulate in the Secondary Market. In terms of regulation, rSpaceX is issued under the U.S. Regulation Crowdfunding rules, without restrictions on investor identity, allowing global ordinary investors to participate, but specific qualifications will be dynamically screened according to local laws.

In the future, Republic plans to launch more Mirror Tokens anchored to star private companies like Figma, Anthropic, Epic Games, and xAI, and even allow users to nominate their next "unicorn" to invest in. From structural design to distribution mechanisms, Republic is building an on-chain private equity parallel market that does not require waiting for an IPO.

Tokeny

Tokeny, a provider of RWA asset tokenization solutions based in Luxembourg, has also begun to enter the private sale market for securitization. In June 2025, Tokeny reached a partnership with the local digital securities platform Kerdo, aiming to leverage blockchain infrastructure to reshape the way European professional investors participate in the private sale market (such as real estate, private equity, hedge funds, and private debt).

Tokeny's core advantages are: standardized product structure, built-in compliance logic for issuance, and the ability to quickly replicate and expand across different jurisdictions through its white-label technology. Tokeny is committed to giving assets "institutional-level legitimacy." The ERC-3643 standard it uses allows for the embedding of control logic such as KYC and transfer restrictions throughout the entire process from token generation to transfer, ensuring that the product is legally transparent and allowing investors to self-verify security on the blockchain without relying on platform endorsement.

Against the backdrop of increasingly stringent regulatory frameworks such as MiFID II, the European market's demand for "compliant on-chain assets" is accelerating. Tokeny is bridging the trust gap between institutional investors and on-chain assets in a highly technical manner. This collaboration also reflects a trend: the competition in the RWA sector is no longer limited to on-chain technical implementation, but rather who can excel in regulations, standardizing product structures, and comprehensive capabilities for multi-location issuance. The cooperation between Tokeny and Kerdo is a typical representation of this trend.

Conclusion

The rise of private equity tokenization signifies that the Primary Market is entering a new stage of structural transformation driven by blockchain technology. However, this path still faces many real challenges. It may reshape the access rules, but breaking down the deep structural barriers between retail investors and institutions will take time. RWA is not a "universal key"; it is more like a long-term game about trust, transparency, and institutional reconstruction, and the real test has just begun.