Perpetuals.com Files Notice for 24/7 Tokenized-Stock Venue Under SEC Exemption

Kephas Corporation, which does business as Perpetuals.com, published a public notice on Oct. 14 saying it intends to operate a Tokenized Securities Venue under the SEC's Sept. 17 "Innovation Exemption" (sources 1, 2). The venue would let permissioned users swap tokenized U.S.-listed stocks against USDC in automated market maker pools, around the clock, on a public blockchain (source 1).

The notice is a statement of reliance on the exemption, not a launch. It says, more than once, that the venue "has not commenced trading operations" and has not made any tokenized stock available. The smart contracts are not all deployed, and the company says it will publish contract addresses in an updated notice before trading begins (source 1).

What the SEC exemption allows

On Sept. 17 the Commission granted temporary, conditional relief that lets a Tokenized Securities Venue, or TSV, trade tokenized NMS stock through permissioned AMM liquidity pools without being treated as an "exchange" under the Exchange Act (source 3). NMS stock means shares listed on U.S. national exchanges. Each TSV has to post a notice covering a long list of required items before it relies on the order (sources 1, 3).

Perpetuals.com's notice spells out what the relief does not bring: the venue is not registered with the SEC in any capacity for this activity, is not subject to the fair-access rules that bind exchanges and alternative trading systems, and is not subject to Regulation NMS (source 1).

How the venue would work

• Chain. Trading is expected to run on Kronos X Public, which the notice describes as a public, Ethereum-compatible Layer 2 developed within the Perpetuals.com group. Network fees are paid in ETH. A group entity, USO Deposit Trust LLC, would operate the chain (source 1).
• Pairs and pricing. Each pool pairs one tokenized stock with an eligible digital asset, initially expected to be USDC. Prices come from the pool's smart-contract formula, not an order book or matching engine (source 1).
• Custody. The venue is non-custodial for directly participating users: they trade from their own wallets, and Kephas says it will not hold their keys. Pool contracts are meant to be immutable once deployed, and administrators "will not have the ability to unilaterally transfer or seize assets" in them (source 1).
• Access. Wallets must be on an access registry. The notice names retail investors, institutions, broker-dealers and liquidity providers as eligible, with broker-dealers able to route customers through wallets the customer or the broker controls (source 1).
• Hours. Trading is expected 24 hours a day, seven days a week, subject to maintenance and halts that follow the underlying stock (source 1).
• Fees. Each swap would carry a 0.30% fee. About one-sixth, or 0.05% of the trade, goes to Kephas; the other 0.25% stays in the pool for liquidity providers (source 1).
• Governance. No governance token. Liquidity providers get non-transferable positions recorded in the pool contract, with no voting rights (source 1).

What is still missing

The notice does not name which stocks will trade, who tokenizes them, or which firms will provide liquidity; it says the identity and composition of liquidity providers "have not yet been finalized" (source 1). Tokenizers may keep their own transfer controls over the tokens, separate from the venue's rules (source 1). Group affiliates may later provide liquidity with their own capital under the order's Covered Firm Exemption (source 1).

Le Coin's view: the order created the lane on Sept. 17, and this is a concrete filing to use it, with a fee split, a chain and an access model on paper. Whether it matters depends on the parts left blank. A venue without named tokenized stocks, an identified tokenizer or committed liquidity is a design document, and the updated notice with contract addresses is the item to watch.

Holding the Corner.

Not financial advice.