The marketing pitch for tokenized equity is "the same stock, but on chain." The legal reality is that almost no on-chain tokenized equity product gives you the same legal claim as holding the share in a brokerage account. Most are offshore wrappers issued by a special-purpose entity, structured so the issuer is the shareholder of record and you are a creditor or beneficial-claim holder against that issuer. The two largest products on Solana right now, xStocks and Backpack's SPCX, use materially different wrappers. Knowing which wrapper you hold matters when you try to exit, when the issuer fails, and when corporate actions like proxy voting happen.
Why a Wrapper, Not a Share?
Equity is a regulated instrument. In most jurisdictions, the act of distributing equity to the public requires registration, prospectus disclosure, ongoing reporting, and a broker-dealer in the middle. A token that traded permissionlessly on a public blockchain and conferred direct shareholder rights would be a security distributed without registration in nearly every market it reached. That is not a legal product anyone wants to issue.
The workaround is to insert a non-US, special-purpose entity between the user and the underlying share. The SPV holds the share (or a claim on the share) under local law, then issues a different instrument, a token, that is sold to users. The user's legal counterparty is the SPV, not the company whose stock is being referenced. That is how every major tokenized-equity product on the market today is structured. The differences are in which SPV, which law, and what the token actually represents.
xStocks: Swiss Tracker Certificate, Jersey Issuer
xStocks are the tokenized equities and ETFs originated by Backed Finance and now operated by Kraken after Kraken's acquisition of Backed in 2025. They trade on Kraken Pro and on Solana via SPL tokens. The structure has been stable since launch and is one of the most cleanly documented in the market.
Issuer. Backed Assets (JE) Limited, a Jersey private limited company licensed by the Jersey Financial Services Commission (JFSC). The token is offered to Kraken clients by Payward Digital Solutions Ltd., a Bermuda exempted company. The product operates under Swiss DLT law with a prospectus vetted by the Liechtenstein FMA.
Legal structure. A Swiss-law tracker certificate, a type of collateral-secured structured product. The holder is a creditor of the issuer with a limited-recourse claim against a ring-fenced collateral pool. Importantly, this is not shareholder ownership: the holder has no voting rights, no direct claim on dividends (these are auto-reinvested into more tokens), and no place in the company's cap table.
Backing. Each token is collateralized 1:1 with the underlying share, custodied at a Backed Finance prime broker in Switzerland. A Security Agent oversees the collateral, and the underlying shares may be lent and replaced with cash collateral inside the same value envelope.
Redemption. Two routes: sell on Kraken (or another listed venue), or redeem with Backed via an Investor Put Option, subject to fees. The product is open-ended, with no fixed maturity.
Who it is not for. US persons and UK retail are explicitly excluded. The product is marketed to qualified non-US investors.
Clean documentation, stable two-year track record, transparent collateral structure, and an exchange-grade redemption route. In exchange, the holder is a secured creditor of a Jersey SPV, not a shareholder. If Backed Assets (JE) Limited became insolvent, the holder would rank as a secured creditor against the collateral pool, ahead of unsecured creditors but with no upgrade path to direct share ownership.
Backpack SPCX: BVI Bare Trust, US Brokerage Off-Ramp
SPCX launched on June 12, 2026, the same day SpaceX listed on Nasdaq, via Backpack Securities in partnership with Wormhole Labs' Sunrise asset gateway on Solana. It is one of the first tokenized equity products designed with a two-way bridge to traditional US securities custody, which is genuinely new. The structure underneath is also more complicated than the marketing makes it sound.
Two-layer structure. Backpack Securities runs the brokerage leg: an eligible US user buys shares through a regulated broker-dealer entity, with the position held as a UCC Article 8 securities entitlement under New York law via the standard DTC settlement rails. So far this is a normal brokerage position. The novel step is the tokenization. When the user moves the position on chain, the brokerage entitlement is extinguished. The token is issued by Trek Nexus Markets Ltd., a BVI entity, which holds the underlying shares on a bare trust pooled by asset class. The user's tokens are a transferable claim on a pro-rata interest in that pool, with a Backpack affiliate (not the user) as the registered beneficiary.
What this means on chain. While the position is in token form, the user holds a beneficial claim against a BVI trust, not a UCC entitlement and not direct share ownership. Tokens trade freely on Solana, but the legal counterparty for the underlying is the BVI issuer/trustee. If the BVI entity failed before the user redeemed, holders could rank as unsecured creditors against the pooled trust position, exposed to whatever local insolvency law produces.
The off-ramp is the real feature. Eligible (KYC-cleared) users can detokenize on platform: the on-chain token is burned and the position is reconstituted as a traditional UCC Article 8 brokerage entitlement inside Backpack Securities. From there, the holder can move the shares into any regulated US brokerage account via ACATS and DTCC. This two-way path is what no purely-offshore wrapper offers: the on-chain leg gives composability, the off-ramp gives genuine US securities-custody protection. The catch: the off-ramp is KYC-gated, and self-custodied tokens held outside Backpack's platform may be effectively unredeemable absent specific contingency rights in the trust deed.
Dividends and corporate actions. Cash dividends are reinvested into additional underlying. Voting is advisory and best-efforts only while the position is in token form; only the brokerage leg confers the standard proxy vote.
The product is not "the same as owning SpaceX." It is a wrapper, like xStocks. What makes it different is the off-ramp. For the first time in a tokenized-stock product, an eligible user can move between the on-chain version and a UCC Article 8 entitlement in a regulated US brokerage account, in both directions. That converts the token from a permanent wrapper into a temporary one: composability when you want it, traditional securities custody when you need it. Whether the BVI middle layer is acceptable depends on the holder's view of BVI insolvency law and Trek Nexus's operational track record.
Side by Side: xStocks vs Backpack SPCX vs Direct Ownership
The same table the Blockworks Research desk circulated when SPCX launched, extended with a "direct brokerage share" column so the gap is visible end to end:
| Dimension | xStocks (Backed / Kraken) | Backpack SPCX | Direct brokerage share |
|---|---|---|---|
| Issuer | Backed Assets (JE) Limited (Jersey) | Trek Nexus Markets Ltd. (BVI), Backpack Securities at the brokerage leg | The issuing company, via DTC nominee |
| Legal nature of the holding | Swiss-law tracker certificate. Secured creditor claim against ring-fenced collateral pool. | BVI bare-trust receipt while tokenized. UCC Article 8 securities entitlement when held in the Backpack Securities brokerage account. | Securities entitlement at DTC (UCC Article 8 under US law); shareholder of record at the issuer's transfer agent if registered. |
| Backing | 1:1 collateral, custodied at Backed prime broker. Security Agent oversight. Shares may be lent and replaced with cash collateral. | Pooled position held by BVI trustee, commingled within the per-asset pool. Backpack affiliate as registered beneficiary. | The actual share, held in nominee name at DTC for the brokerage account holder. |
| Voting rights | None. | Advisory / best-efforts only while tokenized. Normal proxy vote restored at the brokerage leg. | Full proxy vote. |
| Dividends | Auto-reinvested into more tokens. No cash payout. | Cash dividends reinvested into more underlying. | Cash to brokerage account; optional DRIP. |
| Redemption path | Sell on Kraken or other venue, or redeem via Investor Put Option with Backed (fees apply). | Detokenize on platform back to a UCC Article 8 brokerage entitlement (KYC-gated). Self-custodied tokens may be unredeemable absent contingency rights. | Sell at market; settlement via DTC. |
| Geographic availability | Qualified non-US investors. Excludes UK retail. Not available to US persons. | Eligible KYC-verified users; US brokerage leg available to US persons that pass KYC. Token leg available offshore. | Any account-holder at any participating broker, subject to local rules. |
| Regulation | Swiss DLT structured product. JFSC-licensed issuer. Not a CISA/UCITS collective scheme. Not FINMA-authorized at the issuer level. | BVI issuer (the token layer is not SIPC- or SIBA-regulated). Brokerage leg cleared by RQD Clearing (SEC/FINRA registered). | SEC / FINRA / SIPC regime for US accounts. |
| Counterparty risk | Secured creditor of the Jersey SPV, claim limited to the collateral pool. | Beneficial claim against the BVI trust while tokenized; potentially unsecured rank in BVI insolvency. UCC Article 8 protection only at the brokerage leg. | SIPC coverage up to limits for US brokerage accounts; nominee structure at DTC. |
| Term | Open-ended. No fixed maturity. | Open-ended. Persists until detokenized or redeemed. | Open-ended. |
Sources: Blockworks Research, Tokenized Stocks Structure Comparison (Jun 2026); Kraken xStocks Risk Disclosure and product page; Backed Finance issuer documentation; Solana Compass, "Backpack and Sunrise launch SPCX"; Backpack Securities product disclosures; Genfinity, "SpaceX's IPO Comes to Solana." Cross-checked against the original third-party reporting that introduced this comparison to the TI desk.
How to Evaluate Any Tokenized Equity Product
The structures will keep proliferating as more issuers come on-chain. Five questions will get you most of the way to the actual risk profile of any product on offer:
- Who is the issuer, and under what law? A Cayman SPV is not a Swiss DLT structured product is not a BVI bare trust. The jurisdiction determines insolvency rank, recovery process, and enforceability.
- What does the token actually represent? A creditor claim, a beneficial trust interest, a security entitlement, or a derivative payoff. These have different ranks in bankruptcy and different rights at issuance.
- How is the underlying held? Direct registered ownership, nominee custody at DTC, prime-broker custody with rehypothecation rights, or a pooled bare trust. Each adds counterparties.
- What is the redemption path, and is there a credible exit under stress? If the only redemption path requires the issuer's solvency and operational cooperation, the holder is short an option on the issuer's continuity.
- Who has the voting right and the dividend right, and how do they flow? If the issuer is the shareholder of record and the token is silent on flow-through, the user's economic exposure is real but the corporate-governance exposure is zero.
Tokenized equity is not, today, the same thing as equity. It is a wrapper economy. The serious products use legitimate offshore SPV structures with proper collateral mechanics, real custody arrangements, and audited prospectuses. The shoddy ones don't. The Backpack SPCX off-ramp design is the first attempt to give US-eligible users a credible path from the on-chain wrapper back to a real UCC Article 8 entitlement, which is genuinely novel and worth tracking. But it does not change the basic frame: when you hold a tokenized stock, you hold a transferable claim against an SPV that holds the share. Knowing which SPV, under which law, with which redemption rights, is the entire product.
Further Reading
- Why Token Holders Are Not Shareholders, the related question for crypto-native tokens: why governance tokens are not equity in the issuing company.
- Tokenization and Real-World Assets, the broader framework for how off-chain assets get represented on chain.
- The RWA Composability Framework, how tokenized RWAs interact with DeFi lending markets and what breaks at the seams.
- Solana Research Page, Ecosystem Section, Sunrise as Solana's "day-one asset gateway" and where SPCX fits in the broader Solana RWA push.