Perpetuals.com files under SEC innovation exemption as second tokenized-stocks venue

Perpetuals.com (Nasdaq: PDC), the fintech led by former FTX Europe chief Patrick Gruhn, filed a notice with the U.S. Securities and Exchange Commission on Wednesday to operate a tokenized-securities venue under the agency's new "innovation exemption" framework. The filing, reported by CoinDesk and relayed by crypto.news and Crypto Times, makes PDC the second applicant under the regime, after the OKX–ICE joint venture (OKXICE).

The filing

• Applicant: Perpetuals.com, with U.S. operations run through a Delaware subsidiary, Kephas Corporation.
• Framework: the SEC's five-year innovation exemption, which the Commission introduced in September 2026. It permits approved venues to trade U.S. equities on public blockchains without registering as a traditional securities exchange, provided tokens carry ordinary shareholder rights (dividends, voting) and halt trading when the underlying stock is halted.
• Public-notice window: 30 days during which issuers can object to their shares being listed on a tokenized venue. Launch is possible from mid-November at the earliest; no firm date is set.
• Precedent: OKXICE filed earlier for round-the-clock trading of more than 60 tokenized U.S. stocks. Nasdaq and NYSE received separate SEC approvals for tokenized trading earlier in 2026 under the DTC pilot — a distinct track from the innovation exemption.

The company's filing letter and the SEC's acknowledgement were not public on EDGAR at the time of writing; the CoinDesk report cites the notice document directly.

Market structure

Perpetuals describes the venue as a permissioned automated-market-maker (AMM) rather than an order book:

• Each pool pairs a tokenized U.S. stock with a digital asset, initially USDC, so eligible investors trade shares against the stablecoin.
• Settlement occurs on Kronos X Public (spelled "Cronos X Public" in some reports), an Ethereum-compatible layer-2 built by Perpetuals.
• Access is permissioned at the pool level; the exemption's objection window and halt mechanics are enforced on-chain.

The initial list of stocks, the market-data arrangements, and the smart-contract addresses have not been published. Perpetuals says the live contract addresses will be disclosed before trading opens.

Who Gruhn is

Patrick Gruhn co-founded Digital Assets AG, whose stock-token work later became part of FTX Group, and he ran operations at FTX Europe. His earlier stock tokens, linked to names such as Tesla and Coinbase, carried synthetic exposure; Binance's parallel product, which lacked voting rights, was discontinued in July 2021 after BaFin raised concerns. The current filing explicitly commits to full shareholder rights pass-through, matching the SEC's exemption requirements.

Perpetuals.com's own disclosures put total assets at $65.2 million at the end of April 2026 and a $17.6 million net loss for the fiscal year. A separate agreement with Datavault AI targets more than $300 million in tokenized commodity issuance; that pipeline is not part of the stock venue.

Why it matters

The innovation exemption, previewed by SEC commissioner Hester Peirce through 2026 and the subject of a public delay in May over "third-party token" wording, finally shipped in September with language that limits scope to issuer-recognised tokenisations. OKXICE was the first filer; Perpetuals.com is the second. The number of filings in the next 30 days will indicate how much appetite there is on the sell side for a non-ATS, non-exchange route into U.S. equity trading, and will set the shape of competition between permissioned-AMM venues (Perpetuals) and 24/7 order-book venues (OKXICE).

What to watch

1. The 30-day objection window. S&P 500 issuers can object to inclusion. Any blanket objection from a large-cap name would force Perpetuals to redraw the initial list.
2. The SEC's acknowledgement letter on EDGAR. Reporters will cite the filing by release number once it posts; the index containing "2026-90" is the related SEC release URL for the exemption framework.
3. Kronos X Public contract disclosures. The exemption's halt-when-halted and dividend pass-through mechanics live in the pool contracts. The audit scope, admin keys, and upgrade paths published before launch are the real risk surface.
4. USDC's role. Circle has not confirmed any direct integration; Perpetuals is relying on open USDC liquidity on the chosen L2 at launch.

Context

Tokenised-stock projects have cycled through the market twice before — Binance and FTX in 2020–2021, Backed and Dinari in 2023–2024 — each stalled by regulator pushback over shareholder-rights pass-through and venue registration. The SEC exemption is the first U.S. framework that explicitly bounds the trade-offs: shareholder rights are required, exchange registration is waived for five years. Whether that balance survives the first material incident — a dividend misfire, a halt that doesn't propagate, an admin-key compromise — is the question the next twelve months will answer.