How Robinhood is causing trouble with fake OpenAI and SpaceX shares

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The neobroker Robinhood, which is popular in the USA, is once again playing with financial innovation – this time in Europe. Since the beginning of July, the trading platform has been offering European customers so-called "tokenized shares": digital derivatives on shares in privately held tech giants such as SpaceX and OpenAI.

The new offer, which CEO Vlad Tenev presented to the public in Cannes on Tuesday, is explicitly aimed at retail investors. And it certainly sounds tempting: gaining access to the world's most coveted but previously inaccessible companies that are traded on the secondary market but not yet on the stock exchange. In the past decade, investors have often missed out on large increases in the value of privately managed companies that the upcoming stock market stars achieved before their listing on the stock market –, such as Facebook, Airbnb or Uber. In some cases, coveted tech and internet companies even went public at overpriced prices. Early investors who gain access before the IPO therefore have far greater opportunities for returns.

What Robinhood really sells

The booming US neobroker, which is already traded on Wall Street with a market capitalization of over 80 billion dollars, now wants to ensure such equal opportunities with new investment vehicles. But what exactly is behind the new Robinhood "tokens"?

According to Robinhood, they are not real company shares, but blockchain-based instruments that are intended to represent the value of certain unlisted shares via a vehicle –, a so-called SPV (Special Purpose Vehicle) –. The trick: Robinhood holds shares in SpaceX or OpenAI via the SPV and "securitizes" fractions of this stake as digital tokens that are passed on to users.

This is reminiscent of synthetic securities or warrants – with one key difference: the underlying shares are not public, their valuation is not transparent and they are completely exempt from traditional disclosure requirements. So what Robinhood is offering here is not a direct share, but a bet – a derivative on an illiquid holding whose legal framework is highly diffuse.

OpenAI and SpaceX distance themselves – for good reason

A central problem lies in the lack of consent from the companies concerned. Accordingly, OpenAI immediately distanced itself yesterday. "These “OpenAI tokens” are not OpenAI equity. We did not partner with Robinhood, were not involved in this, and do not endorse it," the company explained in a statement on X. The appeal: users should be careful.

The real reason why OpenAI and SpaceX – like many other private tech companies – do not want to create liquid secondary markets for their shares is obvious. As a rule, employee shares are subject to strict restrictions, including buyback rights by the company itself. The aim is to maintain culture and control and not create a dynamic where employees prioritize short-term share price gains over long-term product development. Sam Altman, CEO of OpenAI, once put this drastically: too much liquidity in the hands of employees leads to a "mercenary mindset" – a culture in which loyalty is replaced by dollar signs.

Regulatory vacuum or opportunity for innovation?

The new Robinhoods offering is not permitted in the USA due to regulatory restrictions, so the detour via Europe is necessary, where the regulatory framework is softer and supervision of tokenized financial products is not yet uniform. US authorities such as the SEC are observing the approach with growing skepticism, but have so far remained vague. Paul Atkins, Chairman of the SEC, was cautious. His aim is more to increase the attractiveness of the public capital market than to directly ban new grey market products.

For critics, this is not enough. The lack of transparency, the misleading marketing ("Buy OpenAI shares!") and the structural similarity to speculative betting raise fundamental questions: Where does democratization end and financial deception begin?

Financial inclusion or high-tech casino?

Robinhood defends the project as an "access offensive" for retail investors. For the first time, retail investors will be able to participate indirectly in growth stocks such as SpaceX or OpenAI, which were previously the privilege of institutional investors such as Andreessen Horowitz or Peter Thiel. The argument: why should small investors be denied what has long been available to the Silicon Valley elite?

But this is precisely where the ethical dilemma lies. Because tokenized pseudo-shares do not create fair access, but instead harbour new risks – without the necessary information. Anyone who buys such products has no voting rights, no securitized ownership and no guaranteed intrinsic value, but at best a tracker with the character of a derivative.

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