Structure, tokenize, and launch a real-world asset offering

RWA Tokenization 101 walks you through every layer of a live deal — legal entity structuring, securities compliance, token economics, smart contract architecture, and go-to-market — and builds it all into a complete Tokenization Launch Book you own when you finish.

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This school is step 1 of TokenizationSchool.com — a 2-school journey.See the whole path

"The blockchain is the last ten percent — this course is built around the ninety percent that determines whether a deal actually closes."

— randy goldberg

What you'll learn

What you'll be able to do

Evaluate and select a real-world asset for tokenization using a structured due diligence and asset-fit framework
Design the legal entity structure, investment vehicle, and securities offering type appropriate for your asset class and target investors
Navigate multi-jurisdictional securities regulations, KYC/AML requirements, and compliance obligations for a tokenized offering
Engineer a token economics model — including investor rights, distribution mechanics, and valuation — that holds up to institutional scrutiny
Deploy a tokenized asset on a production-grade blockchain using the right token standard, smart contract architecture, and custody solution
Produce a complete Tokenization Launch Book covering legal, financial, compliance, technology, and go-to-market frameworks ready for an actual offering

How it works

A school that adapts to you

This isn't a set of static videos. Every lesson is generated live and tuned to where you actually are.

We learn your level

A quick placement check tailors your starting point so you're never bored or lost.

Lessons adapt as you go

Each lesson is written for your pace and your goal, adjusting as your skills grow.

Your AI coach keeps you moving

Checkpoints, feedback, and gentle nudges turn progress into a real result.

The curriculum

What's inside your school

12 modules · 61 lessons

RWA Tokenization Foundations

Establishes the core concepts, ecosystem, and asset classes that underpin every real-world asset tokenization project.

1.1What Is RWA Tokenization?Included
1.2The RWA Ecosystem and Its ParticipantsIncluded
1.3Asset Classes Suitable for TokenizationIncluded
1.4Business Models in RWA TokenizationIncluded
1.5Your Tokenization Launch Book — Module 1 DeliverableIncluded

Asset Selection and Due Diligence

Teaches the analytical frameworks for evaluating, selecting, and stress-testing a real-world asset before committing to tokenization.

2.1Asset Selection Criteria and Fit AnalysisIncluded
2.2Financial Due Diligence for Tokenized AssetsIncluded
2.3Legal and Title Due DiligenceIncluded
2.4Operational and Market Due DiligenceIncluded
2.5Asset Due Diligence Package — Module 2 DeliverableIncluded

Legal Entity Structuring and Investment Vehicles

Guides students through selecting and forming the right legal entity and investment structure to hold and offer a tokenized asset.

3.1Entity Types for RWA TokenizationIncluded
3.2Investment Structures: Debt, Equity, and Hybrid TokensIncluded
3.3SPV Formation and Operating AgreementsIncluded
3.4Tax Structuring ConsiderationsIncluded
3.5Entity Structure Memo — Module 3 DeliverableIncluded

Securities Regulations and Compliance

Provides a practical command of US securities law, exemptions, and multi-jurisdictional compliance obligations for tokenized offerings.

4.1Are Your Tokens Securities? The Howey Test AppliedIncluded
4.2US Offering Exemptions: Reg D, Reg A+, and Reg CFIncluded
4.3Multi-Jurisdictional Regulatory LandscapeIncluded
4.4KYC, AML, and Investor AccreditationIncluded
4.5Ongoing Compliance ObligationsIncluded
4.6Compliance Framework Document — Module 4 DeliverableIncluded

Token Economics and Investor Rights

Develops the token economics model — supply, pricing, distribution, rights, and return mechanics — that drives investor appeal.

5.1Token Economics Design PrinciplesIncluded
5.2Investor Rights: Dividends, Voting, and Liquidation PreferencesIncluded
5.3Distribution Mechanics and Waterfall StructuresIncluded
5.4Valuation Methods for Tokenized AssetsIncluded
5.5Token Economics Model — Module 5 DeliverableIncluded

Offering Documents and Disclosure

Teaches students to draft the core legal and disclosure documents that constitute a compliant tokenized securities offering.

6.1Anatomy of a Private Placement MemorandumIncluded
6.2Subscription Agreements and Token Purchase AgreementsIncluded
6.3Operating Agreement Provisions for Token HoldersIncluded
6.4Reg A+ Offering Circular and Form 1-A BasicsIncluded
6.5Draft Offering Document Package — Module 6 DeliverableIncluded

Blockchain Selection and Token Standards

Equips students to choose the right blockchain and token standard for their asset class, investor base, and compliance needs.

7.1Blockchain Fundamentals for Non-Technical FoundersIncluded
7.2Comparing Blockchains for RWA: Ethereum, Polygon, Avalanche, and MoreIncluded
7.3Token Standards: ERC-20, ERC-1400, ERC-3643, and ERC-721Included
7.4Smart Contract Architecture for Security TokensIncluded
7.5Blockchain and Token Standard Decision — Module 7 DeliverableIncluded

Tokenization Platforms, Custody, and Settlement

Covers the operational infrastructure — issuance platforms, digital custody, payments, and settlement rails — needed to run a live tokenized offering.

8.1Tokenization Platform LandscapeIncluded
8.2Custody Solutions for Digital SecuritiesIncluded
8.3Payments, Stablecoins, and Fiat On-RampsIncluded
8.4Settlement, Clearing, and Transfer Agent IntegrationIncluded
8.5Technology Infrastructure Plan — Module 8 DeliverableIncluded

Secondary Markets, Liquidity, and Investor Servicing

Prepares students to design liquidity pathways and ongoing servicing operations that sustain investor confidence post-launch.

9.1Secondary Market Options for Security TokensIncluded
9.2Designing for Liquidity: Lock-Ups, Redemption Windows, and Tender OffersIncluded
9.3Investor Reporting, Distributions, and Cap Table ManagementIncluded
9.4Transfer Agent Duties and Ongoing Servicing OperationsIncluded
9.5Liquidity and Servicing Plan — Module 9 DeliverableIncluded

Investor Strategy, Marketing, and Distribution

Builds the investor targeting, marketing, and distribution plan needed to fill a tokenized offering with the right capital.

10.1Defining Your Investor Profile and Target SegmentsIncluded
10.2Marketing a Tokenized Offering Within Securities LawIncluded
10.3Broker-Dealer, RIA, and Placement Agent RelationshipsIncluded
10.4Building an Investor Pipeline and CRM ProcessIncluded
10.5Investor Distribution Plan — Module 10 DeliverableIncluded

Offering Creation and Go-to-Market Launch Plan

Assembles every legal, financial, technology, and marketing element into a launch-ready offering and a staged go-to-market plan.

11.1Configuring Your Offering on a Tokenization PlatformIncluded
11.2Pre-Launch Checklist: Legal, Compliance, and Tech ReadinessIncluded
11.3Soft Launch, Pilot Investors, and Feedback LoopsIncluded
11.4Go-to-Market Timeline and Milestone PlanningIncluded
11.5Post-Launch Operations and IterationIncluded

Tokenization Launch Book — Final Integration

Consolidates every module deliverable into a polished, presentation-ready Tokenization Launch Book and prepares students to execute or pitch it.

12.1Assembling the Complete Tokenization Launch BookIncluded
12.2Executive Summary and Investor Pitch DeckIncluded
12.3Stress-Testing Your Launch Book: Peer Review and Red-TeamIncluded
12.4Paths Forward: Launching, Licensing, or PartneringIncluded
12.5Capstone Presentation — Final DeliverableIncluded

Who it's for

Is this you?

Real estate developers

You're sitting on an asset with strong fundamentals and want to open it to a broader investor base without a traditional syndication or public offering — tokenization is the path, and this course gives you the full legal and technical map.

Fund managers

You manage private credit, real assets, or alternative strategies and want to understand how tokenized fund structures work — from SPV formation and investor rights to transfer agents and secondary liquidity — before your LPs start asking.

Fintech builders

You're building a tokenization platform, marketplace, or infrastructure layer and need to understand the full deal stack — legal, compliance, economics, and technology — so you can architect solutions your clients can actually use.

Legal & financial professionals

You advise founders and issuers who are asking about tokenized offerings, and you need a rigorous, jurisdiction-specific framework — covering Howey, Reg D/A+/CF, KYC/AML, and offering documents — to serve those clients credibly.

Ambitious founders

You've identified a real-world asset or business model that could benefit from tokenization and you want to go end-to-end — from due diligence and entity structure all the way to a launch-ready offering — without hiring ten specialists before you know what you're building.

Capital markets professionals

You work in private placements, structured finance, or investment banking and want to understand how tokenized securities fit — and diverge — from traditional instruments so you can evaluate, structure, or place deals in this emerging asset class.

Questions

Frequently asked

Your teacher

A note from your teacher

randy goldberg

If you're reading this, you've probably already spent time in the RWA space — enough to know that the opportunity is real, but also enough to sense how many ways a deal can come apart. Maybe you've got an asset in mind but you're not sure how to structure the entity. Maybe you understand the legal side but the blockchain layer feels like a black box. Maybe you've been handed a deck with "tokenization" in the title and you need to know whether it holds water before you put your name on it.

That gap — between the hype and an actual executable deal — is exactly what this course was built to close.

RWA Tokenization 101 is structured the way a real transaction is structured. We start with asset selection and due diligence because none of the downstream work matters if the asset doesn't hold up to scrutiny. We move through entity structuring and SPV formation, securities law and offering exemptions, token economics designed to withstand institutional underwriting, offering documents, blockchain and token standard selection, custody and settlement infrastructure, secondary market design, and investor distribution — in sequence, the way a deal actually flows, not the way a survey course would organize a syllabus.

Every module ends with a deliverable. Not a quiz, not a reflection prompt — a document. By the end, those documents assemble into a complete Tokenization Launch Book: the package a serious founder or professional needs to take a tokenized offering from concept to market. It's designed to be taken into real conversations with real counterparties.

I built this curriculum because I kept seeing the same failure modes repeat: founders who skipped entity structuring and created securities liability they didn't understand; developers who built technically sound smart contracts with no legal wrapper; finance professionals who knew the investment side cold but had no framework for the technology decisions. This course is the integration layer — the place where law, finance, and technology get treated as a single system, because in a real deal, that's exactly what they are.

You don't need to come in knowing blockchain. You do need to come in serious. If you're ready to build something that holds up under legal, institutional, and technical scrutiny, let's get to work.