ARK firm asks SEC to approve $562M tokenized share class

ARK Investment Management wants the SEC’s blessing for a tokenized share class on its $562 million venture fund. The asset manager filed an application asking regulators to add a Tokenized Class alongside a new Exchange Class to ARK Venture Fund, according to a notice the SEC published on Aug. 24. The request would amend an exemptive order the agency granted ARK in November 2025, the same order that let the fund run multiple share classes to begin with. Anyone who wants to object now has until Sept. 18 to request a hearing before the commission can rule on it.

ARK’s Venture Fund Wants a Tokenized Share Class

ARK filed its original application on May 20, then came back with amendments on June 11 and again on Aug. 7, all filed under case number 812-16031. The filing asks for relief under sections 6(c), 18 and 17(d) of the Investment Company Act, plus Rules 23c-3 and 17d-1, legal plumbing that most investors never think about but that determines whether a fund can even offer something like this.

The structure splits into two new classes with two very different trading paths. Exchange Class shares would be able to list on a national securities exchange like any other listed security. Tokenized Class shares would work differently entirely, with ownership recorded on a distributed ledger instead of a traditional book-entry system. Full details of the ARK Venture Fund tokenized share class application show the fund is not asking permission to trade on decentralized finance platforms, a distinction ARK’s lawyers were careful to spell out.

What Would the Tokenized Class Actually Let Investors Do?

A Tokenized Class investor buys in the same way as any ARK Venture Fund shareholder: through the normal subscription process at net asset value, with no sales load. The difference shows up after purchase, ownership records live on a distributed ledger, and shares can move through Regulation ATS platforms or peer-to-peer transfers between pre-approved wallets.

Shares can also be distributed through registered broker-dealers or directly via the fund’s transfer agent. That wallet pre-approval requirement is the key detail: this isn’t an open marketplace where anyone can buy in peer-to-peer. Every wallet involved needs clearance first, which keeps the whole system inside a regulated perimeter even while it runs on blockchain rails.

Are not seeking exemptive relief with respect to whether or how distributed ledger technology is used by a Fund to maintain a record of its shareholders.

Why the SEC’s Transfer Agent Overhaul Matters Here

ARK’s application lands right as the SEC is rewriting the rules for the infrastructure that keeps track of who owns what. On Sept. 1, the regulator proposed a SEC transfer agent rules overhaul covering registration, recordkeeping, transfer processing and asset safeguarding, the agency’s first serious attempt to update transfer agent rules in roughly four decades. The proposal directly addresses blockchain’s use in securities offerings and share transfers, and it would require firms handling digital records to meet standards on cybersecurity, business continuity and outside technology vendors. Comments on that proposal are due Nov. 3, weeks after ARK’s own Sept. 18 hearing deadline passes.

None of this happens in a vacuum. SEC Chair Paul Atkins has floated an innovation exemption that would let selected firms test blockchain-based securities products under defined conditions while permanent rules get written, but it hasn’t taken effect yet, and legal questions about the SEC’s authority pushed the timeline back in August. Atkins also introduced a separate Regulation Crypto Assets proposal on Aug. 18 that deals with exemptions for crypto asset issuers, though it stops short of addressing tokenized fund share classes specifically. Public comments on that one are due Oct. 20. ARK isn’t waiting around for any of it, though. The firm is running its application through the existing exemptive process instead of banking on rules that haven’t been finalized.

ARK’s Ties to Securitize Add Another Wrinkle

ARK isn’t a stranger to the company most likely to end up powering deals like this. The venture fund already holds Securitize equity plus a $10 million convertible note paying 5% interest and maturing in September 2028, a position ARK picked up on Sept. 30, 2025. Securitize has been busy all year expanding its institutional tokenization business. In August, it teamed up with Neuberger Berman to launch a Securitize Neuberger tokenized high-yield fund that invests mostly in high-yield bonds while offering interests spread across Avalanche, Ethereum, Solana and Sui. Securitize also already serves as transfer agent and tokenization platform for BlackRock’s BUIDL fund, so it’s not exactly an unproven vendor.

Here’s the part ARK’s filing doesn’t say: whether Securitize gets any role in the new Tokenized Class. The application never names a blockchain, tokenization provider or new transfer agent at all. It just refers generally to tokenization agents and the fund’s existing transfer agent, currently the Bank of New York Mellon, when discussing expenses. Given the financial relationship already in place, and Hanwha Group’s move to become Securitize’s largest shareholder in July after building a combined 9.6% stake, it would be a mild surprise if Securitize ended up nowhere near this deal.

What Happens Next for ARK’s Tokenization Push?

The Sept. 18 deadline is the next real checkpoint. If nobody requests a hearing, or if the SEC works through whatever requests come in, the commission can issue an order granting the exemptive relief ARK is asking for. That would clear the way for the Tokenized Class to launch alongside the Exchange Class, adding a third and fourth trading arrangement on top of ARK Venture Fund’s existing Class D, Class S and Class U shares, which were priced at $49.83, $49.69 and $49.70 respectively as of May 15, with an aggregate non-affiliate market value of about $912.6 million.

Worth remembering: this is the venture fund, not the flagship. ARK’s better known ARK Innovation ETF, which runs through ARK ETF Trust, held $6.55 billion in assets, more than ten times the size of the vehicle at the center of this filing. That size gap says something about where ARK is choosing to experiment first. Smaller fund, higher risk tolerance, room to test tokenized infrastructure before deciding whether to bring it anywhere near the ETF that carries Cathie Wood’s name. Whether that experiment pays off depends on regulators the firm can’t control and a market that’s still figuring out what tokenized securities are even for.

This article is for informational purposes only and does not constitute investment advice. Every investment and trading decision involves risk. Readers should conduct their own research before making any financial decisions.