ARK asks SEC to approve tokenized share class for $562M venture fund

ARK Investment Management has asked the U.S. Securities and Exchange Commission to approve a tokenized share class for its $562 million venture fund, allowing ownership records to be maintained using distributed ledger technology.

Summary

• ARK has asked the SEC to approve a tokenized share class for its $562 million venture fund.
• The shares could trade through registered ATS platforms or between approved wallets, with ownership recorded using distributed ledger technology.
• ARK has not named a blockchain or tokenization provider for the proposed share class.
• The SEC has set Sept. 18 as the deadline for hearing requests before it can act on ARK’s application.

According to an application filed with the SEC, ARK Venture Fund wants to add a Tokenized Class alongside a new Exchange Class by amending an exemptive order the regulator granted in November 2025. The SEC published notice of the request on Aug. 24 and set Sept. 18 as the deadline for requests for a hearing.

ARK filed the original application on May 20 before submitting amendments on June 11 and Aug. 7 under file number 812-16031. The filing seeks relief under sections 6(c), 18 and 17(d) of the Investment Company Act, along with Rules 23c-3 and 17d-1.

The proposal would give the two new classes different routes for secondary trading. Exchange Class shares could list on a national securities exchange, while ownership of Tokenized Class shares would be recorded through distributed ledger technology.

Tokenized shares could trade through alternative trading systems registered under Regulation ATS, other quotation mediums or peer-to-peer transfers between approved wallets. ARK is not asking the SEC for permission to list or quote the shares on decentralized finance platforms.

ARK tokenized share class would use existing fund structure

ARK is seeking approval through the SEC’s existing exemptive application process while the agency continues working on separate rules that could govern tokenized securities.

The firm made clear that its application does not seek regulatory relief for the technology used to maintain its shareholder records. In a footnote, the applicants said they “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.”

ARK Venture Fund operates as a continuously offered closed-end interval fund and reported $562 million in total assets as of Jan. 31. Its existing Class D, Class S and Class U shares were priced at $49.83, $49.69 and $49.70, respectively, as of May 15, with an aggregate non-affiliate market value of approximately $912.6 million.

The venture fund is separate from ARK’s better-known ARK Innovation ETF, which had $6.55 billion in assets and operates through ARK ETF Trust.

Under the proposed structure, investors would receive Tokenized Class shares through the fund’s normal subscription process at net asset value. The shares would carry no sales load and could be distributed by registered broker-dealers or directly through the fund’s transfer agent.

Costs associated specifically with the class would remain with its shareholders. The filing identifies potential transaction expenses tied to share sales, repurchases and dividend distributions.

The application would amend ARK’s November 2025 exemptive order, which allowed the fund to maintain multiple share classes. The earlier application contained a representation that fund shares would neither be listed on a securities exchange nor quoted on a quotation medium, requiring ARK to return to the SEC before introducing the proposed trading arrangements.

ARK has not selected a blockchain or tokenization provider

No blockchain, tokenization provider or new transfer agent has been identified in the application. The filing refers generally to “tokenization agents” and the fund’s transfer agent when discussing expenses associated with the proposed class.

The Bank of New York Mellon currently serves as ARK Venture Fund’s transfer agent, administrator and custodian, according to the fund’s semi-annual report.

ARK already has a financial connection to tokenization company Securitize through the venture fund. The portfolio holds Securitize equity and a $10 million convertible note carrying a 5% interest rate and maturing in September 2028. The fund acquired the note on Sept. 30, 2025.

Securitize has expanded its institutional tokenization business this year. In August, the company launched a tokenized high-yield fund with Neuberger that invests mainly in high-yield bonds while offering interests across Avalanche, Ethereum, Solana and Sui.

The company serves as the transfer agent and tokenization platform for BlackRock’s BUIDL fund and has continued adding institutional products to its infrastructure. ARK has maintained exposure to the company as its tokenization business has expanded, while Hanwha Group became its largest shareholder in July after its combined holdings reached 9.6%.

ARK’s application does not state whether Securitize would have a role in the proposed Tokenized Class.

SEC tokenization rules remain under development

The filing arrives before the SEC has completed a separate regulatory framework for tokenized securities trading.

An innovation exemption discussed by SEC Chair Paul Atkins has yet to take effect. The proposed approach is expected to let selected firms test blockchain-based securities products under defined conditions while permanent rules are developed.

As crypto.news previously reported, the SEC was preparing a regulatory route in August that could permit qualified platforms to trade tokenized U.S. stocks around the clock. Existing federal securities rules remain applicable while the exemption is unfinished.

Progress on the exemption has faced delays. Legal questions over the SEC’s authority and concerns from traditional market participants delayed the planned framework in August, with questions centered on how blockchain-based trading would interact with existing securities market rules.

Atkins separately introduced a Regulation Crypto Assets proposal on Aug. 18. The proposal addresses exemptions for crypto asset issuers but does not establish rules specifically for tokenized investment fund share classes. Public comments on the proposal are due Oct. 20.

ARK’s application therefore relies on the existing Investment Company Act process instead of requiring the unfinished innovation exemption to become effective.

SEC is rewriting transfer agent rules for blockchain records

Regulators are separately examining the infrastructure that maintains official securities ownership records.

On Sept. 1, the SEC proposed a transfer agent overhaul covering registration, recordkeeping, transfer processing and asset safeguarding. It is the agency’s first major attempt in roughly four decades to rewrite the rules governing registered transfer agents.

The proposal specifically addresses the use of blockchain technology in securities offerings and share transfers. Transfer agents using digital records would face requirements covering recordkeeping systems, cybersecurity, business continuity and the use of outside technology providers.

The rulemaking comes as firms are testing ways to connect blockchain settlement with regulated shareholder records. Injective said in July that it had sought SEC transfer agent registration to maintain tokenized securities ownership records on blockchain infrastructure, although a public SEC filing supporting the registration claim had not been located at the time.

Comments on the SEC’s proposed transfer agent overhaul are due Nov. 3. ARK’s Tokenized Class application has a separate Sept. 18 deadline for hearing requests, after which the commission can issue an order on the requested exemptive relief.