ARK Asks SEC To Approve Tokenized Share Class of Venture Fund

ARK Investment Management has asked the U.S. Securities and Exchange Commission for permission to issue a share class of its venture fund whose ownership is recorded using distributed ledger technology, according to an application on file with the agency. The SEC published notice of the request on Aug. 24 and set a Sept. 18 deadline for hearing requests, after which it can grant an order.

ARK is pursuing the tokenized class through the standard exemptive application route rather than waiting on the tokenization relief the SEC has signaled but not issued. The application asks for no relief on the blockchain mechanics themselves, stating in a footnote that the applicants "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."

The applicant is ARK Venture Fund, a continuously offered closed-end interval fund that held $562 million in total assets as of Jan. 31, according to its semi-annual report. Its existing Class D, Class S and Class U shares priced at $49.83, $49.69 and $49.70 as of May 15, for an aggregate non-affiliate market value of about $912.6 million. The fund is separate from the $6.55 billion ARK Innovation ETF, which sits in another registrant, ARK ETF Trust.

ARK and the fund filed the application on May 20 and amended it on June 11 and Aug. 7 under file number 812-16031. It would amend a prior order granted in November 2025 that permitted multiple share classes. The application for that order, ARK writes, "included a representation that '[s]hares of the Funds will not be listed on any securities exchange, nor quoted on any quotation medium.'"

The amended order would create two classes. An Exchange Class would list on a national securities exchange. A Tokenized Class would have ownership "recorded using distributed ledger technology" and could trade on alternative trading systems registered under Regulation ATS, on other quotation mediums, or through peer-to-peer transfers between whitelisted wallets. ARK is not seeking relief to list or quote the tokenized shares on decentralized finance platforms.

Tokenized Class shares would be issued through the fund's subscription process at net asset value, sold without a sales load, and distributed either by registered broker-dealers or directly by the fund's transfer agent. The class would carry its own costs, including transaction fees on share sales, repurchases and dividend distributions. ARK seeks relief under sections 6(c), 18 and 17(d) of the Investment Company Act and under Rules 23c-3 and 17d-1. Dechert is counsel on the application.

The application does not name a tokenization provider, a transfer agent or a blockchain, referring only to "tokenization agents" and "the Fund's transfer agent" as expense categories. The Bank of New York Mellon is the fund's current transfer agent, administrator and custodian, according to the semi-annual report.

ARK Venture Fund holds equity in Securitize, which went public on the NYSE in July, alongside a $10 million convertible note at 5% due September 2028 that it acquired on Sept. 30, 2025. Securitize is the transfer agent for BlackRock's tokenized BUIDL fund and has signed tokenization deals across registered products.

The regulatory framework ARK's tokenized class would operate under remains unfinished. The SEC has not adopted or formally proposed the tokenization "innovation exemption" that industry has expected, and The Defiant has reported on repeated delays to it. Chair Paul Atkins' Regulation Crypto Assets proposal of Aug. 18 covers offering exemptions for crypto asset issuers, not tokenized fund share classes, and is open for comment until Oct. 20.

The SEC on Sept. 1 also proposed its first overhaul of transfer agent rules in roughly four decades, citing the use of "blockchain technology in connection with securities offerings and the transfer of shares." That proposal, which The Defiant covered on publication, takes comments until Nov. 3.

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