Sec. 301. Exempted transactions in digital assets
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The Securities Act of 1933 ( 15 U.S.C. 77a et seq. ) is amended— in section 4(a), by adding at the end the following: transactions involving the offer or sale of units of a digital asset by a digital asset issuer, if— the aggregate amount of units of the digital asset sold by the digital asset issuer in reliance on the exemption provided under this paragraph, during the 12-month period preceding the date of such transaction, including the amount sold in such transaction, is not more than $75,000,000 (as such amount is annually adjusted by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor); with respect to a transaction involving the purchase of units of a digital asset by a person who is not an accredited investor, the aggregate amount of all units of digital assets purchased by such person during the 12-month period preceding the date of such transaction, including the unit of a digital asset purchased in such transaction, does not exceed the greater of— 10 percent of the person’s annual income or joint income with that person’s spouse or spousal equivalent; or 10 percent of the person’s net worth or joint net worth with the person’s spouse or spousal equivalent; after the completion of the transaction, the purchaser does not own more than 10 percent of the total amount of the units of the digital asset sold in reliance on the exemption under this paragraph; the transaction does not involve the offer or sale of any digital asset not offered as part of an investment contract; the transaction does not involve the offer or sale of a unit of a digital asset by a digital asset issuer that— is not organized under the laws of a State, a territory of the United States, or the District of Columbia; is a development stage company that either— has no specific business plan or purpose; or has indicated that the business plan of the company is to merge with or acquire an unidentified company; is an investment company, as defined in section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3 ), or is excluded from the definition of investment company by section 3(b) or section 3(c) of that Act ( 15 U.S.C. 80a–3(b) or 80a–3(c)); is issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights; is, or has been, subject to any order of the Commission entered pursuant to section 12(j) of the Securities Exchange Act of 1934 during the 5-year period before the filing of the offering statement; or is disqualified pursuant to section 230.262 of title 17, Code of Federal Regulations; and the issuer meets the requirements of section 4B(a). ; and by inserting after section 4A the following:
A digital asset issuer offering or selling a unit of digital asset in reliance on section 4(a)(8) shall file with the Commission a statement containing the following information: The name, legal status (including the jurisdiction in which the issuer is organized and the date of organization), and website of the digital asset issuer. The address and telephone number of the issuer or a legal representative of the issuer. A certification that the digital asset issuer meets the relevant requirements described under section 4(a)(8).
An overview of the material aspects of the offering. A description of the purpose and intended use of the offering proceeds. A description of the plan of distribution of any unit of a digital asset that is to be offered. A description of the material risks surrounding ownership of a unit of a digital asset. A description of the material aspects of the digital asset issuer's business. A description of exempt offerings conducted within the past three years by the digital asset issuer.
A description of the digital asset issuer and the current number of employees of the digital asset issuer. A description of any material transactions or relationships between the digital asset issuer and affiliated persons. A description of exempt offerings conducted within the past three years. A digital asset issuer that has filed a statement under paragraph
(1)to offer and sell a unit of a digital asset in reliance on section 4(a)(8) shall disclose the information described under section 43 of the Securities Exchange Act of 1934 on a freely accessible public website. A digital asset issuer that has filed a statement under paragraph
(1)to offer and sell a unit of a digital asset in reliance on section 4(a)(8) shall file the following with the Commission: An annual report that includes any material changes to the information described under paragraph
(2)for the current fiscal year and for any fiscal year thereafter, unless the issuer is no longer obligated to file such annual report pursuant to paragraph (4). Along with each annual report required under subparagraph (A), and separately six months thereafter, a report containing— an updated description of the current state and timeline for the development of the blockchain system to which the digital asset relates, showing how and when the blockchain system intends or intended to be considered a functional system and a decentralized system; the amount of money raised by the digital asset issuer in reliance on section 4(a)(8), how much of that money has been spent, and the general categories and amounts on which that money has been spent; and any material changes to the information in the most recent annual report. A current report shall be filed with the Commission reflecting any material changes to the information previously reported to the Commission by the digital asset issuer. The ongoing reporting requirements under paragraph
(3)shall not apply to a digital asset issuer 180 days after the end of the covered fiscal year. In this paragraph, the term covered fiscal year means the first fiscal year of an issuer in which the blockchain system to which the digital asset relates is a functional system and certified to be a decentralized system under section 44 of the Securities Exchange Act of 1934. A person acting as an intermediary in a transaction involving the offer or sale of a unit of a digital asset in reliance on section 4(a)(8) shall— register with the Commission as a digital asset broker; and be a member of a national securities association registered under section 15A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o–3 ). Each time, before accepting any commitment (including any additional commitment from the same person), an intermediary or digital asset issuer shall have a reasonable basis for believing that the purchaser satisfies the requirements of section 4(a)(8). For purposes of subparagraph (A), an intermediary or digital asset issuer may rely on a purchaser’s representations concerning the purchaser’s annual income and net worth and the amount of the purchaser’s other investments made, unless the intermediary or digital asset issuer has reason to question the reliability of the representation. For purposes of determining whether a transaction meets the requirements described under subparagraph
(A)through
(C)of section 4(a)(8), an intermediary may rely on the efforts of a digital asset issuer. After an issuer files a statement under paragraph
(1)to offer and sell a digital asset in reliance on section 4(a)(8)— written offers of the digital asset may be made; and the issuer may sell the digital assets in reliance on section 4(a)(8), if such sales meet all other requirements. At any time before the filing of a statement under paragraph (1), a digital asset issuer may communicate orally or in writing to determine whether there is any interest in a contemplated offering. Such communications are deemed to be an offer of a unit of a digital asset for sale for purposes of the anti-fraud provisions of the Federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until the statement is filed. In any communication described under subparagraph (A), the digital asset issuer shall— state that no money or other consideration is being solicited, and if sent in response, will not be accepted; state that no offer to buy a unit of a digital asset can be accepted and no part of the purchase price can be received until the statement is filed and then only through an intermediary; and state that a person’s indication of interest involves no obligation or commitment of any kind. Any written communication described under subparagraph
(A)may include a means by which a person may indicate to the digital asset issuer that such person is interested in a potential offering. A digital asset issuer may require a name, address, telephone number, or email address in any response form included with a communication described under subparagraph (A). The Commission shall issue rules to apply the disqualification provisions under section 230.262 of title 17, Code of Federal Regulations, to the exemption provided under section 4(a)(8). . Section 12(g)(6) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l(g)(6) ) is amended by striking under section 4(6) and inserting under section 4(a)(6) or 4(a)(8) . Section 18(b)(4) of the Securities Act of 1933 ( 15 U.S.C. 77r(b)(4) ) is amended— in section (B), by striking section 4(4) and inserting section 4(a)(4) ; in section (C), by striking section 4(6) and inserting section 4(a)(6) ; in subparagraph (F)— by striking section 4(2) each place such term appears and inserting section 4(a)(2) ; by striking or at the end; in subparagraph (G), by striking the period and inserting ; or ; and by adding at the end the following: section 4(a)(8). .
Connectionstraces to 4
2 references not yet in our index
- 15 USC 80a–3(b)
- 15 USC 78o–3
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Sec. 301
Exempted transactions in digital assets
Cite15 USC 80a–3(b)
Cite15 USC 78o–3
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