50 Reasons Asset Issuers Struggle to Attract Investors for RWA Tokens
- Shefali Sharma
- Sep 5
- 5 min read
Real-world asset tokenization promises access, liquidity, and programmability. Yet many issuers still find it hard to convert interest into capital. Below are the fifty most common obstacles, grouped by theme, with short explanations you can act on.
A. Market Fit, Education, and Trust
Weak investor problem statementInvestors do not see a clear pain solved versus funds, REITs, or private credit platforms. The value proposition reads like new technology rather than better outcomes.
Vague target investor personaCampaigns try to reach everyone at once. Differentiate between family offices, alt-fund allocators, crypto natives, and accredited retail. Each needs different proof.
Limited track recordNew issuers lack realized returns, audited statements, and successful redemptions. Without history, investors raise risk premiums or pass entirely.
Poor storytelling of risk and rewardDecks highlight upside but gloss over risks, waterfalls, and downside protection. Sophisticated investors disengage when risk is unclear.
Overuse of technical jargonInvestors understand cash flows and covenants, not protocol slang. Clarity improves conversion.
Reputation and counterparty concernsInvestors assess founders, board, advisors, and service providers. Thin governance or anonymous teams reduce trust.
Confusing comparison setIf investors cannot benchmark the offer to a known instrument, they cannot price risk. Tie the offer to familiar frameworks.
Misaligned incentivesIssuers earn fees regardless of investor outcomes, or token design rewards issuance over performance. This erodes confidence.
Absence of anchor or lead investorEarly anchors validate price and diligence quality. Without them, others hesitate.
Weak post-investment communication planInvestors want predictable reporting, NAV updates, corporate actions, and a line of sight to exits. Unclear plans hurt allocation decisions.
B. Regulation, Legal Structuring, and Compliance
Unclear regulatory perimeterIs it a security, note, fund interest, certificate, or depositary receipt? Ambiguity chills participation.
Insufficient exemptions or registrationsWrong or missing exemptions for the jurisdictions targeted make investors ineligible or uncomfortable.
Inadequate disclosures and offering documentsOffering circulars, risk factors, and financials may be incomplete, outdated, or not reviewed by counsel.
Weak KYC, AML, and sanctions controlsInstitutional allocators require robust screening, monitoring, and audit trails. Lightweight processes are a blocker.
Transfer-restriction design gapsTokens must enforce who can hold them and where they can move. If restrictions are manual or inconsistent, compliance risk rises.
Cross-border distribution complexityDifferent rules for solicitation, advertising, and suitability across markets create friction and narrow the addressable pool.
Tax ambiguity for investorsUnclear treatment of income, withholding, and reporting obligations reduces appetite.
Bankruptcy remoteness not provenInvestors need comfort that issuer insolvency does not trap assets. Weak SPV and trust arrangements deter allocations.
Enforceability of rightsIf token holder rights are not mirrored in legal contracts and registries, investors doubt remedies.
Dispute resolution uncertaintyNo clear forum, law, or process for disputes undermines confidence.
C. Asset Quality, Valuation, and Data
Questionable asset selectionIlliquid, hard-to-value, or operationally complex assets are challenging without strong management credentials.
Valuation methodology opacityInvestors want sources, frequency, independence, and the impact on price discovery. Black-box marks invite discounting.
Weak data roomsSparse diligence files, missing operational metrics, and no standardized KPIs slow investment committees.
Oracle and reference data riskIf on-chain price feeds or performance data can be manipulated or are thin, investors price in extra risk.
Inadequate monitoring and covenantsNo triggers for performance deterioration, LTV breaches, or operational milestones reduces downside protection.
D. Structure, Economics, and Liquidity
Mispriced risk and returnCoupons or target IRRs do not match the asset, tenor, and liquidity profile. Investors see better risk-reward elsewhere.
Fees that stack upPlatform, issuance, custody, and secondary fees compress net yield. Transparent, all-in economics are required.
Waterfall and priority confusionInvestors need clarity on seniority, reserves, cash waterfalls, and how losses are allocated.
Liquidity promises without market supportMarketing implies easy exits but there is no market-making, lending facility, or committed bid. This creates distrust.
Lockups and redemption terms that do not fit needsRigid windows or complex procedures deter allocators with liability-matching mandates.
Settlement and cash management frictionSlow fiat ramps, limited banking partners, or manual reconciliations create operational risk.
No path to scaleOffer sizes too small for institutional tickets or too large for retail result in mismatched demand.
Missing insurance or guarantees where appropriateFor certain assets, investors expect credit insurance, title insurance, or performance guarantees.
Poor corporate actions playbookSplits, consolidations, interest payments, and early redemptions are not automated or communicated well.
Unclear exit strategiesBuybacks, secondary venues, or redemption waterfalls are speculative rather than defined.
E. Technology, Security, and Operational Resilience
Chain selection confusionInvestors worry about throughput, fees, finality, censorship resistance, and ecosystem support. Incoherent rationale lowers confidence.
Key management and custody weaknessesRetail self-custody is risky for many, while institutions require qualified custodians, segregation, and SOC reports.
Smart contract riskNo independent audits, formal verification, or upgrade policies. Change management is unclear.
Interoperability and standard fragmentationTokens that cannot travel across venues and custodians restrict distribution and secondary activity.
Incident response and SLA gapsInvestors look for runbooks, RTO and RPO targets, and a history of handling incidents. Silence is a red flag.
Privacy and data protection issuesPII handling, on-chain leakage, and weak access controls deter regulated investors.
Vendor concentration riskOver-reliance on a single platform, oracle, administrator, or custodian introduces single points of failure.
F. Distribution, Marketing, and Go-to-Market
Limited licensed distributionWithout regulated broker-dealers or placement agents, outreach to eligible investors is constrained.
Weak secondary venue relationshipsNo listings or integrations with compliant ATSs or MTFs restricts confidence in price discovery.
Poor content funnelTop-of-funnel education, mid-funnel diligence content, and bottom-funnel conversion assets are not mapped to the buyer journey.
Compliance-safe marketing not in placeUnvetted claims, implied guarantees, or performance cherry-picking create regulatory risk and investor skepticism.
No evidence of real demandWaitlists and LOIs are unqualified. Lack of case studies, testimonials, or verifiable user activity is a barrier.
Geographic misalignmentPitching in markets where rules, currency risk, or distribution norms do not fit the offer wastes cycles and erodes credibility.
Poor investor experienceClunky onboarding, wallet setup, document signature, and funding steps cause drop-offs even when interest exists.
After-sale service not definedNo cadence for updates, governance, voting, or community building makes investors feel stranded post-allocation.
Practical Playbook to Improve Conversion
Define the investor archetypePick one primary segment. Write a two-page memo that maps their mandate, check size, risk tolerance, due-diligence checklist, and decision timeline. Build for that one.
Make the legal mirror the tokenEnsure the cap table, rights, transfer restrictions, and remedies are enforceable in off-chain contracts. State the governing law and dispute forum clearly.
Build a diligence-ready data roomInclude audited financials, third-party valuations, administrator letters, service provider SOC reports, insurance certificates, oracle specs, and code audit reports.
Publish a risk-first term sheetOne page with use of proceeds, fees, waterfalls, covenants, redemption rules, liquidity plan, incident response summary, and a mark-to-market policy.
Prove operations before scaleRun a small issuance with a real redemption cycle, on-time distributions, and complete reporting. Turn that into a case study with metrics.
Secure distribution partnersEngage licensed placement agents and custodians that already serve your target allocators. Integrate with at least one compliant secondary venue.
Align incentivesLink issuer economics to performance milestones. Add reserves, subordination, or step-up protections that make investors feel protected.
Industrialize onboardingOffer both qualified custody and assisted wallet options. Provide guided KYC with support. Pre-approve banking rails and test them end to end.
Communicate like public marketsMonthly factsheets, quarterly reports, corporate action calendars, and NAV methodologies that investors can forecast and rely on.
Maintain a living risk registerTrack technical, legal, counterparty, and market risks with owners, mitigations, and status. Share a summary with investors.
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