ES | Tokenización de Activos Reales: Liquidez, Acceso y Regulación | MERGE Madrid 2025

Welcome everyone. Hey, welcome to this panel where we'll be talking about tokenizing real-world assets, unlocking liquidity and access. And we're not all hearing much about tokenization. Uh, the ashization is transforming the way we understand access to liquidity in real assets. And today we are joined by three leading figures with complementary approaches, very different, but which complement each other very well and will help us understand the current moment and the challenges that arise in the market.

So, if you'd like, I'll start so you can introduce yourselves . I am Julio Ferrón, I am the CEO of Natec. Nitech is a UK-based fintech company that builds solutions for the financial market. Our main solution is Débita, which is a private credit platform that is also onha. Hello, my name is Felipe Donofrio, I am the technology director at Bricken.

Bricken is a real-world asset tokenization platform. We run a tokenization-as-a-service model and provide the tokenization infrastructure to companies and institutions in a modular and scalable way, serving our clients globally by providing this infrastructure . Hello, I am Fernando Ramos, I am a partner at Data Law. Databil is a law firm specializing in digital law, regulatory compliance, and above all, knowledge of digital assets. Okay, so let's get down to business.

I'll start with Julio on blockchain and private credit, and also our presence in Latin America, right? Well, at Atech the use of that technology is an added value. But tell us how you use blockchain and how it allows you to differentiate yourselves in the market, and what opportunities you're also seeing for institutional issuers. Look, our vision of blockchain is that tokenization, the concept of digital assets, is already a commodity, that is , it is a reality. Uh, we have robust networks, we have providers who have been providing custody and doing things very well for many years.

We take that for granted. Blockchain networks and tokenization will allow us to go further, in more directions, and faster. That is our bet, and on that bet, on that layer that we understand as a commodity, we have built a solution that attacks a very specific problem, which is the financing gap in emerging countries, where we have focused mainly on Latin America. A year and a half ago we realized that there is a $5 trillion problem , which is the amount of money that small and medium-sized businesses in those emerging economies need, but that the financial system structurally fails when it comes to giving it to them. This is combined with a tool, an old tool that already existed, but which has grown a lot in recent years, which is credit, private credit.

As a result of the financial crisis, where banks perhaps overdid it a bit, the regulator has tightened the regulatory requirements, therefore, lending is no longer such a profitable business for banks and this private credit has emerged that allows lending directly without that bank intermediation. We have combined that by targeting emerging countries, private credit in emerging countries as the great opportunity for the next 3 or 4 years, uh, for me in the financial sector. The problem is that today, private credit in emerging countries is a disaster; it is poorly structured, poorly standardized, and has too local a flavor. With Debit, what we do is standardize, structure, and organize private credit opportunities, allowing Fintex and medium-sized companies in these emerging countries to access institutional investors globally. Blockchain allows us to do it, well , in a faster, more standardized way, allowing us to go in more directions as well.

On one hand, to those investors, credit, private credit funds , institutional investors, we give higher returns than they have in local markets, around between 13 and 17% in US dollars. And to those who are here we give funds that allow them to impact their economies, create jobs and ultimately generate wealth. Very well, thank you very much. And Felipe , well, Bricken has some amazing solutions, but he brings up a concept called tokenization as a service, which is very interesting and we'd love to hear about it, right? Uh, like the proposal you're making, right?

Hey, and you're proposing that tokenization should be something simple and accessible for different types of companies and businesses, right? So, how does that model work, right? What you are proposing can help accelerate the adoption of tokenization of real assets, right? Yes. And especially in emerging markets, Bricken's proposal is that tokenization is an infrastructure that should be adapted to the issuer's context and not vice versa.

In this market, in these markets where, let's say, the capital market is limited, or as has been mentioned, we can offer a flexible solution for them by giving them different types of modules and licenses that allow them to scale and comply with regulatory requirements. Okay? This way they can issue their tokens, manage their tokens and distribute them quickly, without having to invest in their own technology, achieving a faster go-to-market speed. In addition to authorization as a service, we also offer white label solutions and an API. So, depending on the context or how far a company wants to go with tokenization infrastructure, Bricken can offer it to them, all under a look-and-play model.

Okay, very interesting. And now we come to a super important topic, which is the regulation of all of that, right? Fernando, regarding the regulatory framework in Spain, tell us where we stand, right? What are the main limitations and also the opportunities? Clear.

So, I think that what the regulatory framework does is everything you guys are doing in Spain, how to regulate it, right? Rather than talking about tokens, I would talk about digitized financial instruments or those based on LTE technology. Then he's ready. Well, I think so, come on, do n't you? I think we are pioneers in Spain, aren't we?

Uh, Bitumi already has a Mica license, we already have the hair regime and there is an amendment to the securities market and investment services law that allows you to use LT technology to represent a financial instrument in this technology, right?, which is kind of what you are applying. So it has already been done, there are several cases, the first was Valorix in the Bitumi STX sbox process, which was a non-multilateral SNL trading market that would allow you to issue the token and then trade it, right? With Entornox and now B2M STX, it is the one requesting from ESMA that license that will allow it to issue those tokens, which are really financial instruments, right? We're talking about the croquetization that was discussed with Binance or Kraken, where there wasn't really a financial instrument with certain characteristics.

So, what the pilot regime has decided or wants to implement is that they be on bonds and on equity shares, right? So they're going to start with that limitation, so to speak, and then it's allowed. So, how is it allowed or how is it done in Spain? Uh, a new figure has been created which is the wound. Let's see, as long as the amount of the mission is less than 8 million, if it is higher you have to issue a prospectus and you already have to be authorized by the CNMV.

So, for this slightly simpler, more effective, and faster procedure, uh, if it's less than 8,000 or if it's aimed at fewer than 150 investors, what it allows is that, uh, there are already two EIRs in Spain, uh, what would the EIR be? Lair would be the entity that registers and enrolls the token. In other words, these gentlemen who have their platform had to connect with a brokerage firm, a securities agency, securities company or financial entity approved by the CNMV, which would be like the armed wing of the CNMV, right? What it does is register and verify that everything is correct, so that it can control that issuance, block it, seize it, and also have that control to avoid cases that don't involve complaints or seizures that come with the regulator and can be controlled. So that wounding Ursus Capital is already one of the first wounds.

Minion Securities has also emerged as another way to hurt, but in a different way, right? Uh, Ursus is with ONICE, which is what ONICE does, is technologically confirm that it can control that blockchain and that issuance in a way that allows it to interact, and uh, what Minions does is set up its own platform, right? The broadcast is available on their platform. So, in your case, it would be Ursus, right? So, all that issuance that has taken place, well, it's not a complicated process, but the CNMV is really requiring that it be notarized and registered in the commercial registry.

It also has to be done through a public limited company, 60,000 cases to start. And why is it done on bonds and on equity? because they do n't want to make more complicated instruments for this initial stage. So it's already been done, Dianelum has been done, Visas Brands de Equity with Usus Capital has been done and now there are many more Tomás projects that are going to come out. This doesn't mean that the CNM is authorizing these projects because it doesn't authorize them, otherwise it would be just a brochure, but there is a point at which the CNV wants to verify that everything is correct, that everything is in order, that it has, well, assurance that it will go ahead.

So, I guess that's the starting pistol, the trigger, right? And there are a couple of them, three already released, and we have a little bit of the regulator to release more and that there is still an issuance with legal certainty in terms of regulation. That doesn't mean that the underlying project isn't good, or that it doesn't have the desired interests, or that it might fail in some way, right? But it is true that it provides greater security for the user because there is an Eier that is managing, registering, and inscribing the tokens in a way that ensures legal certainty in that sense. So, when they finally enter the market, they're already there.

Of course, the market is different; we're talking about the primary market. Then, the issue is secured and belongs to all these investors, so that when the term is fulfilled it returns the principal for the interest if it is a bond or if it is inuity, then when there is success or when there are dividends it distributes dividends to those it has to distribute. So, here we're always talking about the primary market. Yes, primary and then there's secondary, but it hasn't arrived yet. Yes, we'll arrive later.

We're getting warmed up, aren't we? Very good. So, it's true, isn't it? Tokenization is opening up many opportunities, and although the regulatory framework sometimes seems to slow down market entry, it is a necessity precisely to provide that legal certainty, right? There are many challenges, and perhaps one of the biggest challenges is what also gives our panel its name, which is related to unlocking liquidity and access to that liquidity.

So that the market is a real market, but also a sustainable one, right? So, we're talking about a moment where the markets are consolidating, becoming informed, right? Well, the regulation is also taking hold, isn't it?, and allowing more companies to prepare. We haven't yet discussed regulation for the secondary market either, which is a whole other issue, and also interoperability between platforms because it is essential precisely so that the diversity of projects can interconnect.

So here's a question for you, and let's see how there's no order here, right? So, what does it take to bring the liquidity we're looking for to the market? I'll start, and I'll start with a popular opinion. Uh, tuitionization doesn't equal liquidity. And we've been talking about it a lot, but for there to be liquidity there has to be someone who wants to buy the thing, it doesn't matter if it's a token, it doesn't matter if it's a stock.

So, we have to be able to differentiate that, that something being tokenized doesn't necessarily mean it's going to be more liquid, that being on rails on-chain gives us components, tools or precisely that, rails so that the asset can move more easily and can become more liquid, but for there to be liquidity there has to be someone who wants to buy that asset. And part of that depends on the information, right? Uh, we see it, right? In the difference between credit and equity. Well, my wanting to buy an asset also implies that even though I can provide more access, which is one of the points you mentioned, right?

, that more companies can access financing, for example, tokenized via equity and so on, it's very interesting because I'm lowering the barrier to entry. Uh, it doesn't necessarily mean that the token will then have more liquidity. There has to be someone who, when they look at the company's information, wants to acquire that token, just like in any market. So, I, as the owner, and now we will move on to Felipe and Fernando, uh, butcenization is not the same as liquidity. We need many other components about tokenization that are rails and commodities to achieve that greater liquidity.

Then we will say that the big work begins after the assets are already tokenized. Correct. Yes. Ultimately, when we talk about liquidity, it's about the raising of these investments or these funds into this financial instrument that has been tapped. As you mentioned, being tokenized makes it more fluid in its transferability, its availability, and its purchase process.

Well, one of the big problems, in my opinion, is the interoperability of the tokens. Um, in the end, each token, or all of them, that are in the organization's industry, we see that they exist under certain threads, under a separation, whether by the different blockchains, or by the custodians, okay? This is even due to the standards that are used. So that separation between the different tokens prevents the market from having enough depth to provide liquidity, right? So, without this interoperability, because let's say the Web 3 market has a fairly large liquidity in what we already know as cryptocurrencies, which is also something that needs to be separated from tokenization, right?

Self-identification uses blockchain technology, but it has nothing to do with cryptocurrencies. You can use cryptocurrencies as instruments for your fundraising, but it has nothing to do with a speculative market, it has nothing to do with , let's say, the B run Run or the be market. Obviously it affects the entire industry because we are interconnected, but these are concepts that need to be separated, and it's something that is also discussed in conversations. We, as Bricken, work on, let's say, closing this interoperability gap. In fact, we are promoting a new standard, 7943, which will allow the interoperability of these assets, making it compatible with other standards and thus increasing market depth.

We will also continue working on collaboration with technology players, because while the technology already has a proven level of strength, we need to continue working on collaboration and cooperation with both regulators and financial institutions. So, based on those three pillars, I believe that greater confidence would be generated, which will also allow liquidity to begin reaching tokenized assets. Of course, I completely agree with both of them, uh, with Julio, fast, cheap and massive. That's what we're looking for, isn't it? The normal instrument has to be some guidelines.

So, the technological capacity to do it quickly, cheaply, and on a massive scale is fundamental, isn't it? Especially when the product might have some very attractive features, right? That's where it gives you liquidity. If you're giving it 12 per year, then it's interesting. Valor was giving a 13% in the first issue and those that are going to come will be at 12%.

It is not buying debt in Spain to sell it or move it to South America where such rates are 25% interest. So, take advantage of a situation that exists in South America to be able to do it. So, the fact that you can do this from here provides liquidity because, firstly, many people will be able to access it, and it's very interesting if you also add regulation to that . Doubly interesting, isn't it? Because, and I agree with you, Felipe, we're not in crypto, I 've said it before, we need to talk about digitized instruments or DLT, not tokens, because the token is very much associated with crypto, cryptocurrency and utilities, no, no, we're not in securities.

So the key there is interoperability, and we're still a little far from that, aren't we? Because of course, you've already issued, but now you might need liquidity. Dianelun offers 5 years, uh, Valoris can offer six, uh, uh, Visel Brand, well, you have the possibility of maybe, hey, I want to sell my share, so where do you do it? And that's one of the caps we have now, and I understand that it's meant to solve the secondary markets, the SNLs, right? Bitumi STX is launching, it has already launched and it has been tested and it has been shown that in that Sandbooks test it was possible to sell and trade a token.

So, the problem lies in interoperability, and I completely agree with you, right? In other words, once you launch your financial instruments on DLT, how can I access that second market? So, well, the market has to be ready. So that? Yes, so that it is interoperable with that blockchain.

I know that STX is already going to release interoperability with the different networks, but it has to be a native token. The problem is that you have already issued under a blockchain network and now you want to liquidate on my authorized secondary market. We need to create a bridge; we need to see how we create that bridge. We need to analyze whether it might not apply to all bonds or all stocks, and there, the regulations and experience of the stock markets will guide us to apply the same technology as before. I would also like to add something regarding secondary markets, which is that the issue with the secondary market is more related to the underlying asset that is organized, because in the end, digitizing it does not change its nature.

So, if that asset can't be on a public secondary market, unfortunately it's not going to happen unless a change is made, right? About that. So it's not just about the token, but also about whether that same asset will have to be changed or not, or whether a new financial instrument will be created for those purposes that has a different nature. And well, there are places or types of assets that are normally held until maturity, they pass through private credit, and where there isn't such a large demand for that liquidity or that secondary market. Well, I think the overall answer, adding up everything we've said, is that we have good rails for more liquidity, but many things are needed, uh, regulation and also from the technological perspective of interoperability, which is interesting what you said about the standard, uh, for that to happen, the market itself develops, but also it develops, one part matures, but it has to continue expanding, right?

And behind the scenes, while you were speaking, I was thinking, of course, about operating, that is, applying technology to a structure, as is your case, right? One already has a successful business model in operation and adopts the technology, right? So, that will have to happen at all levels, right? And this also includes the staff who are in the market, the people who will have to use, understand, and think about the technology in order to continue providing solutions and improving, right?, the offers and services.

So we can talk a little about the future, right? Okay, now we're getting into the real game, aren't we? Uh, complicated, but in the next 5 years, or should we say 10, how do you see the problems that exist, for example, regarding interoperability that we were talking about, and the regulation of the secondary market, right? So, how do you see it? What are you risking?

Look, I'm risking saying that in three or five years we shouldn't be talking so much about tokenization, that the word or the concept has already become so standard and so naturalized. The deposits will be on chain, bank deposits. Uh, we'll move money with stablecoins, we'll have many types of money that will be tokenized, but we won't talk so much about the concept anymore because it will be the norm, it will be the usual thing. Financial assets will be on chain and we will use platforms like ours, we will use Polygon Arbitrum as networks, just as we use WWS as providers and we will have it as commodity infrastructure that we understand as part of the solutions that go to the client and that go to the end consumer. So, my vision is that in 3 or 5 years, it might take us a little longer, we'll talk less about the technology because we'll have been able to resolve interoperability issues like we've resolved custody, and we'll focus on the product, that is, what things we're going to be able to do with this technology, this layer that, as I said before, allows us to go further, faster, and in more directions.

So, that's my view. We will talk less about the technology, and focus more on the ultimate impact of what this new infrastructure allows us to do. I totally agree with you, Julio. I believe that in the coming years, the concept of your organization will no longer be about what "tocanization" is, but rather about issuing an asset, because it will already be used by financial institutions as a tool that allows them to be more agile, more transparent, and have greater visibility of their asset structures, and we simply won't talk about that anymore. Nobody asks how a credit card point of sale works , right?

How many transactions per second does Visa Mastercard process, or which is better, Visa Mastercard? We only know that they work and that this is used, right? The other thing I believe is that we will see the complete adoption of these tokenized rails by custodians, financial institutions, and major players in traditional finance. And I would say that with this we will achieve what is ultimately needed, which is to increase confidence in these organized assets and start using them for the financial industry per se, right? It's like we also talk a lot about stablecoins and the separation between one and the other, but in the end it's an evolution of financial instruments.

We continue to use the same financial instruments. We use technologies that are better or that allow us to do other things. For example, it seems to me that the most important issue of a stablecoin is the programming of that money, right? The ability to eliminate processes and make everything simpler, like bank reconciliation, right? They can lose millions in a single day because they don't have, not because they have, errors even in those operations.

So, all these benefits will result in a stronger financial industry, and well, we'll see that in the coming years. Clear. I'm going, I'm going to get wet. I believe that by November 2026, a secondary STX market could be here saying that it's already up and running, that it already has its native touch, and that it's working. Look, I 'm always talking about a regulated market, okay?

So, that's what DLT technology is all about, right? Or distributed records that can be applied to the financial world, since all entities are seeing them. We recently saw CECA betting on what it is, but be careful, it was betting on crypto assets, right? In order to provide that service. So, you're seeing that we've already mentioned the three principles: fast, cheap, and massive.

So, you can provide access, and that's the key concept, right? From the moment you use a market where you are going to attract that investment from the public, you have to protect the investor. And that's why, look, the regulations of the Market, Securities and Services Act came out earlier, right? The fact that Mic's application was already there, Norman's was already there, but the regulator, for a reason, is still going to have trouble with that adoption, it's already having trouble, isn't it? Tell Edwin and all of us who have been working on projects with the CNMV for two years , but he's doing a fantastic job, isn't he?

The CNMV will proceed little by little. I remember that this was like before the modification in the stock market, man, well, they issued tokenized participating loans , an investment services entity had to come and the fab, right? And he validated the issuance document and started presenting it to Finex, to the Fintex channel, right?, of the CNMV and there they all go like reds. Well, here we are in that still very embryonic stage in which we have to, well, get the CNMV used to the fact that the tax authority can have that good function for these emissions, I insist, less than 8 million, right?

So, at the end of that whole process, the issuance document, in addition to the issuance itself, also has to be validated either by a tax authority or by a financial advisory entity that validates the issuance, marketing and distribution of the financial instrument in DT, right? So, I think we are prepared so that, well, if not within one or two years, those regulated markets will already exist. Notice how they said that 2026 is key for financial institutions, right? So, look, you have a 24/7 market and you can be there on a Saturday, right? Trading a financial instrument from your home, because blockchain technology allows it, is exciting, isn't it?

The fact that we can reach that capacity, isn't it? And above all, that it can be massive, right? You don't have to have your own securities firm; you have to be an expert, right? You can access a general public, although obviously there are limits. You have to do the KC, you have to identify yourself, you have to have a qualification test, right?

In short, there are a number of things you have to go through to make it effective, just like in any other case, right? Then there's tokenization for those who don't want to get involved in the financial instrument, well, that also exists, right? But if we want a market and we want to attract third parties, we have to go through something that is already regulated, which is the financial sector. So, that's why I insist, and I agree with you, Felipe, that they are two completely different sets of regulations. One is mica utility, the other is securities.

And especially if we want to capture the public's attention, we have no choice but to go through markets. The market has to be regulated, you have to have an authorization, you have to have guarantees and you have to go through procedures that STX is struggling with, having already taken a year and a half to submit the license to the European authority and now it is going through the Bank of Spain. So, in the end, all the regulators have their eye on this infrastructure, right? Yes. It's interesting because it's true that blockchain can be used in a lot of different markets, right?

And that's when we enter the financial market, that's when we start talking about regulation because the traditional financial market is already well regulated, precisely to protect investors, to protect the financial sector, not the financial market, right? It is regulated precisely to protect the investor, to protect, right? the assets of those who are investing, and that is essential. So now we want to incorporate a technology that is truly efficient, it will bring greater benefits in every way, but we have to go through the process. There are not many obstacles.

I say that the secret in the end is to continue maintaining the collaboration between the technology platforms that provide the infrastructure, the regulators, and the financial institutions. Have a relationship and continue to maintain a close and communicative relationship in order to also understand what the technology is about, because it is a process in which this technology is advancing at such a rapid pace that regulation is falling behind. Yes, do you understand? Because they need to understand, they also need to trust that what is happening will be safe. And then we have the financial institutions that were previously observing from the outside everything that was happening with this technology, and now from within all these financial institutions, at least in the United States, they also have many patents on LT technologies that they have been researching, and another is what would be the public technologies or these.

I think that's a very important point, and it reminds me of the era of... I'll say it as an example, right?, of the difficulty the regulator had in understanding what to regulate, when, and not getting ahead of themselves. We often complain that regulation comes late, but let's remember the ICOs, we asked for regulation, we asked for regulation and then obviously there was no follow-up, therefore, the regulation would have been very, very useful. So, also taking a swipe in favor of the regulators, we have to help them precisely from the private sector, as you say, to understand what needs to be regulated, what is going forward and what remains as part of that trial and error that we have to do from the private sector.

And let's just say we're all on the same team, right? In other words, we aim to make your work even more efficient. From a regulatory point of view, the supervision of a tonified asset is completely transparent. Okay. So, something that might not happen in traditional financial markets , right?

So, there are many things within LT technology that benefit regulation and the absorbability of asset structures, and well, we need to communicate and see the benefits from both the end-user's point of view and the regulatory and financial institutions' point of view. So this communication, I believe that this communication which is becoming more and more effective and closer, will be fully consolidated in the coming years and will be able to provide the necessary confidence for interoperability, so that financial markets will adopt it and use this infrastructure as the rails on which they will use it. And we will no longer talk about this organization, but now assets are moving at a much faster, more transparent, and more secure speed. But look, Julio, we've already seen the Icos and Io thing , haven't we? The fraud or the non-fraud.

So the regulator did it, right? I mean, listen, anything that's a product or service and isn't security, listen, get notified, white paper, identify who they are, where they are, parameterize it. We have registered two white papers with the CNMV and well, that has its drawbacks, in the end you have to provide a lot of information, but you have to register. Well, what's more, we've had two of our clients call us out on it to say, "Hey, you haven't posted what you were supposed to post." Well, man, it 's marketing.

No, no, no, no. You have to put it in the same format, you have to identify it, so that it's clear which one is the website, because ultimately it's about consumer protection. What you have to do is protect the consumer from what you are going to sell them and what it contains. This normalizes it, identifies it, and gives you greater legal certainty. And what does Kraken do, hey, either you 're notifying the white paper to your competent authority or I'm not ready and it's asking, either you show me the white paper and notify and register it or I'm not ready your active credit, right?

So I think that, well, it's also good, as long as we could go faster. What I want is for us to go faster. We are now also at that stage of adoption where investors and market players themselves need to understand a little more, right? So there are many players, many involved parties who are not on the same page . There are other jurisdictions that are moving faster because they don't have access to many of the financial instruments that are already available here, so it's a necessity for them.

So they see there a way out and an option that says, "Hey, this is going to work for us who do n't have access to these capital markets." So of course, there the impulse, the need or the objectives are aligned in, okay, this is a testing environment and do all this, it's not that there wo n't be a systemic risk to the economy. No, there are some examples of countries—I think representatives have also come here—that have made a bet on digital assets, and as you say, they can make a quantum leap from what they had to what they can have thanks to digitalization, without having those perhaps established, traditional capital markets like we have. The path is laid out, the regulations are in place, and you can't put up barriers anymore; it can be done, it's allowed, the regulations apply, and we'll have it there. Very good, very good.

Well, we can continue talking about many things. Uh, we'll continue in March, we'll continue with the merge in São Paulo. The regulatory situation in Latin America is certainly tremendous as well. We'll continue there, but today we'll stay here. We appreciate everyone's attendance and we'll leave it at that , right?

Trust, right? It's a regulation that is clear, that protects, right?, investors, uh, interoperability, right? And especially the collaboration between all market players to find that leverage point and scale up, right? Thanks a lot.

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