Robinhood's popular RWA project: OpenAI stock tokenization

Author: Zhang Feng

On July 1, 2025, the internet brokerage Robinhood announced in Cannes, France, that it is officially launching tokenized stock trading services for EU users. This service covers over 200 U.S. stocks and ETFs, including equity tokens of private companies such as AI giant OpenAI and space exploration company SpaceX. Users can invest in the shares of these once-unreachable tech star companies with a minimum of just 1 euro, with OpenAI tokens priced as low as 0.5 dollars.

However, OpenAI officially released a statement: "These 'OpenAI tokens' are not OpenAI equity. We have not collaborated with Robinhood, are not involved in this matter, and do not endorse it." A fierce game regarding the boundaries of financial innovation, regulatory compliance, and corporate control has begun.

1. Why is Robinhood betting on equity tokenization?

Robinhood's recent move is by no means a simple product expansion, but rather a key step in its transformation into a blockchain financial super application. Looking at its strategic layout, tokenized stocks carry threefold ambitions:

Break Through Traditional Investment Barriers: By utilizing fragmented tokens, the investment threshold for top tech companies like OpenAI has been lowered to a level accessible to ordinary retail investors. Unlike traditional private equity in the primary market, which is limited to qualified investors, European users can now hold shares for just a few euros.

Reconstructing the Global Liquidity System: Tokenized stocks support uninterrupted trading 24 hours a day, 5 days a week, completely breaking the traditional stock market trading hours limitations. More importantly, it creates an instantly liquid secondary market for equity in private companies like SpaceX, solving the long-standing exit challenges faced by private equity.

Seizing the Opportunity in the Trillion-Dollar RWA (Real World Assets) Market: According to Morgan Stanley's forecast, the global RWA market will exceed $10 trillion by 2025. Robinhood is entering this market with a retail-friendly strategy, creating differentiated competition with traditional institutions like BlackRock. Its stock price surged 13% on the day the service was launched, reaching an all-time high, as the market expressed its recognition of the strategic direction with real capital.

In terms of technology architecture, Robinhood has chosen the Ethereum Layer-2 network Arbitrum as its initial platform, precisely because of its technical advantage where transaction costs are only 1/100th of the Ethereum mainnet (with a single Gas fee of less than $0.1). However, this is only a transitional solution; the company has initiated the development of its self-researched Layer-2 blockchain "Robinhood Chain," optimized based on the Arbitrum Orbit technology stack, specifically designed for RWA, aiming directly at asset cross-chain interoperability and a self-custody system.

2. The essence of "equity tokens" is the "equity" rights mapped under SPV.

How does Robinhood achieve the tokenization of equity in unlisted companies? The core lies in the sophisticated legal and financial engineering structure of the special purpose vehicle (SPV):

Indirect Shareholding Design: Robinhood does not hold equity in OpenAI directly, but rather gains indirect economic exposure by investing in an SPV (Special Purpose Vehicle) that holds shares in OpenAI.

Tokenized Equity Splitting: The equity of the SPV is packaged and split, converted into tokens based on the Arbitrum blockchain. Each token represents the right to track changes in the underlying asset value of the SPV.

Limited Rights Granted: Token holders gain economic rights (such as dividend distribution) but do not have voting rights or formal shareholder status. Robinhood explicitly states in its terms: "What you purchase is not real stock, but a contract recorded on the blockchain."

This design essentially creates an equity derivative: the token price is anchored to the valuation changes of the target company, but legally, users only hold a debt claim against the Robinhood SPV. Technically, this architecture relies on smart contracts to automatically execute price mapping and dividend distribution. However, on-chain data shows that its contract is designed as a closed system—each transfer requires KYC/AML review, which still maintains centralized control, contrasting sharply with the open ideals of blockchain.

3. Why did OpenAI deny it immediately?

OpenAI's counterattack against Robinhood was swift and thorough:

The official statement emphasizes three times that there is "no cooperation, no participation, and no recognition."

Clearly states that "any transfer of OpenAI equity requires approval," implying that the issuance is completely unauthorized.

Musk sharply commented on social media: "Your equity is fake," adding fuel to the controversy.

Deeper industry contradictions are thus exposed:

Corporate Control Challenge: OpenAI's closed-source strategy and tightly controlled equity structure are the foundation of its business. The potential dilution of equity and transparency brought by tokenization directly threaten its core competitive advantages. The robotics company Figure AI has also issued a lawyer's letter regarding similar actions, emphasizing that "all share transactions must be authorized by the board of directors."

Pricing Power Struggle: Private companies are concerned that low-price trading in the secondary market could impact their financing valuations. If Robinhood users trade OpenAI tokens at a discount, it may affect the company's ability to price subsequent financing.

IV. The Compliance Dilemma of Tokenized Securities

This incident exposes the multiple legal risks faced by RWA tokenization:

Ambiguity in Securities Definition: The U.S. SEC has not clearly defined whether tokenized stocks fall under the category of securities. While the EU has included security tokens under licensing regulations through the MiCA framework, there remains a regulatory gap for equity tokens of unlisted companies. Robinhood's choice to launch in the EU is a strategic attempt to circumvent the uncertainties of U.S. regulation.

Shareholder Agreement Conflict: Shareholder agreements for private companies often contain restrictions on the transfer of equity. Dragonfly partner Rob Hadick warns: "The company can cancel equity sales that violate the agreement, leading to the assets of token holders being rendered worthless." This means that OpenAI could theoretically trace back and nullify the shares held by Robinhood SPV, causing the value of the tokens to evaporate instantly.

Cross-Border Regulatory Arbitrage Risk: The service is limited to access by European users, but the global openness of blockchain means that actual users may be spread across the world, leading to jurisdictional conflicts. Issues in the tax domain are even more complex—capital gains tax and withholding tax have varying applicable rules in different countries.

These controversies reveal the core contradiction of RWA: blockchain technology seeks openness and transparency, while traditional finance and corporate governance require privacy and control. The gap between the two has yet to be bridged, and the OpenAI incident has made it completely public.

V. Continuously Transforming and Advancing Amid Controversy

Despite being embroiled in controversy, Robinhood's tokenization strategy continues to progress and may develop in the following directions in the future:

Technology Infrastructure Upgrade: Plans to migrate its RWA products to the self-developed Robinhood Chain by the end of 2025 to early 2026. This chain is designed for compliance, with built-in KYC/AML modules, aiming to achieve cross-chain interoperability for assets (connecting Ethereum, Solana, etc.) and support for non-custodial wallets.

Product Form Iteration: Transitioning from "equity tokens" to "revenue rights tokens." After the OpenAI event, tokens with purely economic rights (only dividends without governance participation) may become a compromise solution. NVIDIA's patent pool on-chain licensing model offers a reference—precisely controlling the scope of circulation through smart contracts.

Regulatory Sandbox Collaboration: Drawing on Project Guardian, a collaboration between the Monetary Authority of Singapore and Ant Chain, to test compliance solutions in a controlled environment. It is also imperative to reach a pre-authorization agreement with the target company to avoid repeating the mistakes of "acting first and reporting later."

Deeper changes may occur in the regulatory field. This controversy may drive the EU to refine the tokenization rules for unlisted companies under the MiCA framework, requiring platforms to clearly disclose the indirect ownership attributes of tokens and establish a verification mechanism for authorization with the target companies.

6. Impact on the RWA Industry Ecosystem

Regardless of the outcome, Robinhood's experiment has already brought irreversible impacts to the RWA field:

Negative Warning Effect: OpenAI's strong denial and the investigation by the Bank of Lithuania draw a red line for the industry. Any tokenization project without the authorization of the target company will face significant legal risks and reputational backlash. In the short term, institutions may become more cautious about the tokenization of equity in private enterprises.

Positive Acceleration Effect: Institutions like BlackRock and Franklin Templeton have accelerated their layout of RWA. Robinhood's retail-first strategy validates the huge market demand for fragmented investments. Innovations in compliance solutions are set to explode—such as the "on-chain mapping + off-chain physical" model of the Jarsy platform (first purchasing equity and then 1:1 tokenization) may become the new standard.

Redefining Financial Democratization: Supporters praise it as a breakthrough "against elite capital monopoly"; critics denounce it as "fake equity and real gimmick." The true balance may lie in a middle path: ensuring transparency through regulation, achieving accessibility through technology, while respecting reasonable demands of enterprises for core control.

7. Moving Forward in the Rebalance of Innovation and Compliance

Robinhood's OpenAI tokenization experiment is like a double-edged sword. On one hand, it boldly reveals the barriers to entry and inefficiencies in traditional financial markets, opening up new possibilities for global and fragmented investment through blockchain; on the other hand, its disregard for legal boundaries and the intense backlash from OpenAI expose the naivety of RWA in terms of business ethics and regulatory compliance.

The outcome of this game will not be a complete victory for any one side. A more likely development is the emergence of a new paradigm: under an authorization framework, tokenizing the separation of rights to profits and governance, which protects the company's need for sensitive control while allowing for shared economic gains for all.