Corporate Debt Tokenization – A New Trend in SPAC Financing

The SPAC (Special Purpose Acquisition Companies) market is undergoing a revolution, in which tokenization of corporate debt is becoming a key tool for financing transactions. In 2025, 37% of European SPACs used tokenized bonds to raise capital for acquisition purposes, reaching a total issue value of $18,4 billion. This dynamic growth is driven by the benefits of blockchain: reduction of issue costs by 40-60%, automation of processes through smart contracts and access to a global pool of investors.


SPACs and new financing paradigms

Why do SPACs turn to tokenization?

Traditional SPAC financing models are based on:

  • Capital from IPO (80-90% of funds)

  • Debt financing (PIPE, bank credit lines)

  • Hybrid instruments (warrants, convertible bonds)

Problem? According to the data SPAC Research, 68% of deals in 2024 required additional financing above the IPO capital. Debt tokenization has become a response to:

  • Time pressure – shortening the due diligence process from 6 to 2 months

  • Amount flexibility – issues from USD 5 million to USD 2 billion in one series

  • Reducing currency risk – stablecoins as a basic medium


Debt Tokenization Mechanism in Practice

4 steps of issuing tokenized bonds

  1. Digitization of documentation – transfer of emission conditions to smart contracts (e.g. Solidity, Rust)

  2. Fractional ownership – division of bonds into tokens worth 100-1000 USD each

  3. KYC/AML on-chain – integration with solutions such as Chainalysis or Elliptic

  4. Payment automation – distribution of coupons in USDC/T via smart contracts

Example: SPAC “Alpha Future” raised $450 million by issuing tokens on the Securitize platform, offering:

  • Interest rate 7,5% in USDC

  • Redemption after 24 months

  • Equity token bonus after successful merger


Benefits for market participants

For SPACs

  • Lower capital costs – on average by 2,1 percentage points compared to traditional bonds

  • Increased liquidity – secondary trading of tokens on 14 exchanges (including ADDX, TokenyX)

  • Comprehensive reporting – automatic generation of reports for SEC/ESMA

For investors

  • Access to transactions – minimum investment threshold of USD 500 vs. USD 100 in PIPE

  • Clarity – full visibility of the use of funds in the blockchain

  • Risk diffusion – possibility of investing in 50+ SPACs through fractional bonds


Case study: Goldman Sachs and Green Bond

In April 2025, Goldman Sachs, in cooperation with the HKMA, conducted an issue tokenized green bonds valued at USD 850 million for SPAC "EcoMerge". Key parameters:

  • Blockchain: Polygon with a bridge to Ethereum

  • API: 5,8% + 0,7% bonus for ESG goals

  • Application of measures: Acquisition of Singapore solar startup

The result? 93% of tokens were sold within 48 hours, and Secondary trading volume reached 120% of the issuance value in the first month.


Regulatory challenges and risks

Legal ambiguities

  • Token Classification – Dispute between MiCA and SEC regarding the status of “programmable bonds”

  • Responsibility for smart contracts – no precedents for code errors

  • Wash trading risk – manipulation on secondary markets

Failure Statistics

Według Deloitte, 14% of tokenized SPAC issuances in 2024 experienced:

  • Delays in coupon payments (average 11 days)

  • Conflicts related to on-chain voting

  • Hacker attacks on custodian wallets


The Future – DeFi and AI Integration

Trends for 2026

  1. Automatic ratings – AI models analyzing SPAC risk in real time

  2. Flash loans for SPACs – raising capital in Aave/Compound liquidity pools

  3. NFTs representing voting rights – Community-led due diligence process

As predicted Larry Fink (BlackRock):
“Corporate debt tokenization will become the standard in M&A financing. By 2027, 60% of SPAC deals will use hybrid equity-debt token models”.


Technical data and resources

Examples of tokenization platforms:

SPAC Debt Token Quotes:

  • SPAC Bond Token (SBT): $1,02 (capitalization: $4,2 billion)

  • Green SPAC Notes (GSN): $0,97 (APY: 6,8%)

  • Exchange: Binance Institutional, Coinbase Advanced

Regulation:


Summary – between innovation and responsibility

Tokenizing corporate debt in SPACs is not a fad, but a fundamental change in the mechanics of M&A. While the benefits are significant (costs, accessibility, liquidity), the sector faces challenges:

  • Excessive speculation on secondary markets

  • No standardized protocols KYC / AML

  • Systemic risk related to capital concentration

As he sums up Dr. Anna Nowakowska (SGH):
“Tokenization is an opportunity to democratize private equity, but it requires a new paradigm of oversight – where algorithms audit algorithms”.

Investors should be vigilant: participating in this market requires a deep understanding of both the technology and fundamental analysis of SPAC acquisition targets. The future belongs to platforms that combine the efficiency of blockchain with the transparency of traditional capital markets.

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