Sec. 202. Exempted primary transactions in digital commodities

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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: the offer or sale of an investment contract involving units of a digital commodity by its digital commodity issuer (including all entities controlled by or under common control with the issuer), if— the blockchain system to which the digital commodity relates, together with the digital commodity, is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934 or the issuer intends for the blockchain system to which the digital commodity relates to be a mature blockchain system by the later of— the date that is four years after the first sale of the investment contract involving such digital commodity; or the date that is four years after the effective date of this paragraph; the sum of all cash and other consideration to be received by the digital commodity issuer in reliance on the exemption provided under this paragraph, during the 12-month period preceding the date of such offering, including the amount received in such offering, 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); after the completion of the transaction, a purchaser does not own more than 10 percent of the total amount of the outstanding units of the digital commodity; the transaction does not involve the offer or sale of an investment contract involving units of a digital commodity by its digital commodity 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(b). ; and by inserting after section 4A the following:

For the purposes of this section: The Commission shall have jurisdiction and enforcement authority with respect to disclosures described in this section. Section 17 shall apply to a statement made in an offering statement, disclosure, or report filed under this section to the same extent as such section 17 applies to a statement made in any other offering statement, disclosure, or report filed under this Act. A digital commodity issuer offering or selling an investment contract involving units of a digital commodity in reliance on section 4(a)(8) shall file with the Commission an offering statement and any related documents, in such form and with such content as prescribed by the Commission, including financial information, a description of the issuer and the operations of the issuer, the financial condition of the issuer, a description of the plan of distribution of any unit of a digital commodity that is to be offered as well as the intended use of the offering proceeds, and a description of the development plan for the blockchain system, and the related digital commodity, to become a mature blockchain system, if such blockchain system is not already certified as a mature blockchain system pursuant to section 42 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ).

A digital commodity issuer that has filed a statement under paragraph

(1)to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) shall include in such statement the following information: Whether the blockchain system to which the digital commodity relates has been certified as a mature blockchain system pursuant to section 42 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ) and, where such blockchain system is not so certified, a statement of the digital commodity issuer’s intent for the blockchain system to which the digital commodity relates to be a mature blockchain system within the time period described in section 4(a)(8)(A). The source code, or a publicly accessible webpage displaying such source code, for any blockchain system to which the digital commodity relates, and whether the source code was sourced from an external third party, whether there are any existing external dependencies, and whether the code underwent a third-party security audit. A description of the steps necessary to independently access, search, and verify the transaction history of any blockchain system to which the digital commodity relates, to the extent any such independent access, search, and verification activities are technically feasible with respect to such blockchain system. A description of the purpose of any blockchain system to which the digital commodity relates and the operation of any such blockchain system, including— information explaining the launch and supply process, including the number of units of the digital commodity to be issued in an initial allocation, the total number of units of the digital commodity to be created, the release schedule for the units of the digital commodity, and the total number of units of the digital commodity outstanding; information explaining the technical requirements for holding, accessing, and transferring the digital commodity; information on any applicable consensus mechanism or process for validating transactions, method of generating or mining digital commodities, and any process for burning or destroying units of the digital commodity on the blockchain system; an explanation of any mechanism for driving value to the digital commodity of such blockchain system; and an explanation of governance mechanisms for implementing changes to the blockchain system or forming consensus among holders of units of such digital commodity. The current state and timeline for the development of any blockchain system to which the digital commodity relates, detailing how and when the blockchain system is intended to be a mature blockchain system, if the blockchain system is not yet certified as a mature blockchain system, and the various roles that exist or are intended to exist in connection with the blockchain system, such as users, service providers, developers, transaction validators, and governance participants, including a discussion of any mechanisms by which control or authority are exerted with respect to the blockchain system or its related digital commodity, and any critical operational dependencies of the blockchain system or its related digital commodity. A list of all persons who are digital commodity related persons or digital commodity affiliated persons who have been issued a unit of the digital commodity by the digital commodity issuer or have a right to a unit of the digital commodity from the digital commodity issuer. The Commission shall keep each list described under clause

(i)confidential, consistent with what is necessary or appropriate in the public interest or for the protection of investors. A description of the material risks surrounding ownership of a unit of a digital commodity. Subject to paragraph (5), the issuer of a digital commodity related to a blockchain system that is not yet certified as a mature blockchain system that has filed a statement under paragraph

(1)to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) shall file the following with the Commission: Every 6 months, a report containing— an updated description of the current state and timeline for the development of the blockchain system to which the digital commodity relates, showing how and when the blockchain is intended to be a mature blockchain system; a description of the efforts of the issuer and digital commodity related persons in developing the blockchain system to which the digital commodity relates; and the amount of money raised by the digital commodity issuer in reliance on section 4(a)(8), how much of that money has been spent, and the general categories of activities for which that money has been spent and amounts spent per category. A current report reflecting any material changes relevant to the information previously reported to the Commission by the digital commodity issuer, which shall be filed as soon as practicable after the material change occurred, in accordance with such rules as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. Not later than 360 days after the date of the enactment of this section, the Commission shall prescribe rules on requirements applicable to issuers of digital commodities in reliance on section 4(a)(8). The ongoing reporting requirements under paragraph

(3)shall not apply to a digital commodity issuer 180 days after the end of the covered fiscal year, if the information with respect to the digital commodity and the blockchain system to which it relates described in subparagraphs

(A)through

(C)of paragraph

(2)is made publicly available and the disclosure requirements under subparagraph

(C)of this paragraph are satisfied. In this paragraph, the term covered fiscal year means, with respect to a digital commodity, the first fiscal year of a digital commodity issuer in which the blockchain system to which such digital commodity relates is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934. After the blockchain system to which a digital commodity relates is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934, any digital commodity issuer that has filed a statement under paragraph

(1)to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) and is engaged in material ongoing efforts related to the mature blockchain system shall disclose, in a manner reasonably calculated to inform the public, and at such frequency as the Commission may prescribe, by rule, a description of such efforts, including— any participation in a decentralized governance system of such blockchain system; any participation in alterations or proposed alterations to the functionality or operation of such blockchain system; the use or planned use of any funds raised in reliance on section 4(a)(8) or any rulemaking pursuant to section 202(d) of the CLARITY Act of 2025 in such efforts; the amount of units of the digital commodity, or rights thereto, owned and controlled by such issuer and any use, sale, trading, or other disposition thereof; and any affiliations of such issuer material to the efforts of such issuer. Nothing in subparagraph

(C)may be construed to make any digital commodity described in such subparagraph a security. A person acting as an intermediary in connection with the offer or sale of an investment contract involving units of a digital commodity in reliance on section 4(a)(8) shall— register with the Commission as a broker or dealer; 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 ). 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). Not later than 270 days after the date of the enactment of this section, the Commission shall issue rules applying such additional obligations and disclosures for the digital commodity issuers, digital commodity related persons, and digital commodity affiliated persons of a blockchain system described under subsection (b)(1) that does not become a mature blockchain system within the time period described in section 4(a)(8)(A) as are necessary or appropriate in the public interest or for the protection of investors. Such obligations and disclosures shall include the following: Disclosures regarding the following: The material reasons that the blockchain system has not become a mature blockchain system within the time period described in section 4(a)(8)(A). The future plans of development of the blockchain system, including information required under subsection (b)(3). The material risks surrounding ownership of a unit of a digital commodity that relates to a blockchain system described under subsection (b)(1) that has not become a mature blockchain system within the time period described in section 4(a)(8)(A). Transaction reporting and beneficial ownership disclosure obligations applicable to digital commodity related persons and digital commodity affiliated persons of such blockchain system. The Commission may not permit any additional raising of capital by the issuer of a digital commodity related to a blockchain system described under subsection (a)(1) that has not become a mature blockchain system within the time period described in section 4(a)(8)(A) unless the Commission has qualified any offering statement related to such additional raising of capital. . 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) ; and 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). . With respect to a digital commodity, the digital commodity issuer shall not be required to file the reports otherwise required under section 4B(b)(3) of the Securities Act of 1933 (or, with respect to a digital commodity not issued in reliance on section 4(a)(8) of the Securities Act of 1933, a comparable set of reports specified by the Securities and Exchange Commission), if the digital commodity issuer— last offered or sold an investment contract involving a unit of the digital commodity prior to January 1, 2020; or both— last offered or sold an investment contract involving a unit of the digital commodity between January 1, 2020, and June 1, 2025; and is no longer engaged in material ongoing efforts related to the blockchain system to which the digital commodity relates. With respect to a digital commodity, if the digital commodity issuer is engaged in material ongoing efforts related to the blockchain system to which the digital commodity relates and last offered and sold an investment contract involving a unit of the digital commodity between January 1, 2020, and June 1, 2025, the digital commodity issuer shall file with the Commission a comparable set of reports to the reports described under, as applicable, section 4B(b)(3) or 4B(b)(5)(C) of the Securities Act of 1933, where required by the Commission, not later than one year after the effective date of this section. Nothing in this section or the amendments made by this section may be construed as prohibiting the offer or sale of an investment contract involving units of a digital commodity in reliance on an exemption provided under section 3, 4(a), or 19 of the Securities Act of 1933 other than that provided under section 4(a)(8) of the Securities Act of 1933. The Securities and Exchange Commission may issue rules— to permit the issuer of a digital commodity related to a blockchain system described under section 4B(b)(1) of the Securities Act of 1933 that has not become a mature blockchain system within the time period described in section 4(a)(8)(A) of such Act to raise capital pursuant to an exempt offering, if the Commission qualifies any offering statement related to such raising of capital; and for the offer and sale of investment contracts involving units of a digital commodity by issuers that are not organized under the laws of a State, a territory of the United States, or the District of Columbia.

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