On June 11, Citigroup launched a product that lets wealthy and institutional clients buy shares of private companies as tokens on a blockchain. They call it a Digital Depositary Receipt. For now it is open to non-US investors only, and Citi acts as both the issuer and the custodian, recording the receipts on SIX Digital Exchange, the regulated Swiss digital exchange.

That is a serious bank putting private-company shares on-chain. It matters. But before anyone celebrates or dismisses it, it is worth slowing down and reading exactly what the buyer receives. Because the interesting part of this launch is not that Citi tokenized something. It is the structure they chose, and what that structure means you actually own.

Start with the term, because most coverage skips it.

A depositary receipt is an old instrument. The classic version is the American Depositary Receipt — the ADR. If you wanted to own Toyota or Nestlé from a US brokerage without dealing with the Tokyo or Zurich exchange, a US bank would hold the actual foreign shares abroad and issue you a receipt that trades in dollars. You never touched the underlying share. You held a claim on it, and the bank held the share.

That is the whole idea. A depositary receipt is a claim on an asset that a trusted institution holds on your behalf. The receipt is what you trade. The bank is what makes it credible.

Citi's Digital Depositary Receipt takes that exact structure and points it at private companies — the SpaceXes and Anthropics of the world that keep delaying their IPOs — and records the receipt as a token instead of a paper certificate. Citi holds the underlying private shares. You hold a tokenized receipt that represents a claim on them. Same instrument. New rail.

So the honest description is not "you can now own private shares." It is: you can now hold a tokenized claim on private shares, custodied by Citi, tradable on a regulated Swiss venue, if you are wealthy enough and not American.

Whenever I look at a tokenized product — and we build these at Propex and Tokeniz — I run it through two questions. They are different questions, and people constantly collapse them into one.

The first question is access. Who is allowed to buy it.

The second question is ownership. What does the token actually represent.

Citi's product answers the second question well and the first question narrowly. The ownership is real — a bank-custodied claim on a genuine private share, on a regulated exchange. That is about as clean as on-chain ownership gets. But access is tight: wealthy clients, institutions, non-US for now. Citi has said it may expand to US clients later if the rules allow. The custody is excellent. The door is small.

Now look at the other end of the market, because it is the mirror image.

A wave of retail-facing platforms — Jarsy, PreStocks, Bitget's IPO product, and others — already let ordinary investors outside the US buy "pre-IPO" exposure to the same kind of companies, sometimes from as little as ten dollars. The access is wide open. But read what the token is. On many of these, you are buying synthetic economic exposure — a token that tracks a private valuation. No share. No voting right. No dividend. No claim a court would recognize as ownership.

So one end of the market gives you real ownership with a narrow door. The other end gives you a wide door into something that is not quite ownership. Two products, described in headlines with the same three words — "tokenized private shares" — that are structurally almost opposite.

This is the part founders entering Web3 need to internalize, because it is easy to miss under the word "tokenized."

Tokenization does not, by itself, decide who gets in or what they own. It is a rail. A bank can put a gated, fully-custodied, accredited-only instrument on it. A startup can put a wide-open synthetic tracker on it. Both are real uses of the technology. Both are legitimate. They serve completely different people and carry completely different risks — and the token wrapper hides that difference unless you read the structure.

Citi clearly believes the direction is set. Its own June research projects the tokenized securities market reaching five and a half trillion dollars by 2030. When a custodian bank that size starts issuing on-chain, the question stops being whether private markets get tokenized and becomes who builds the version that is both real ownership and open access.

That gap — real ownership, open access — is the one almost nobody is filling at the top of the market. The banks have the custody and keep the door narrow. The retail apps open the door and thin out the ownership. The combination is the actual opportunity.

I am not a lawyer, and I am writing from the operator's chair, so here is the practitioner read. When you see a tokenized asset, do not stop at the word. Ask the two questions out loud. Who can buy it. What do they own. If you cannot answer the second one from the documents, assume the answer is "less than they think." And if you are building on these rails yourself, decide deliberately where you want to land — because the structure you pick is the product, far more than the token is.

Citi's launch is a good thing. It drags private markets toward transparent, custodied, on-chain ownership, and that direction is right. It just answered the ownership question and left the access question for later. The founders who answer both at once are the ones building the version of this that actually changes who gets to invest.

See tokenization software at propex.app. If you want to tokenize your own asset, the infrastructure is at tokeniz.ai.

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