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mation regarding the digital asset’s market activity, 
distribution, and functional use; and 
(2) the product listing determination made by 
the person for each asset listed or offered for trad-
ing by the person. 
(d) REQUIREMENTS.—A person filing a notice of in-
tent to register under subsection (a) shall comply with the 
following requirements: 
(1) STATUTORY
DISQUALIFICATIONS.—Except 
to the extent otherwise specifically provided by Com-
mission or registered futures association rule, regu-
lation, or order, the person shall not permit an indi-
vidual who is subject to a statutory disqualification 
under paragraph (2) or (3) of section 8a of the 
Commodity Exchange Act to effect or be involved in 
effecting transactions on behalf of the person, if the 
person knew, or in the exercise of reasonable care 
should have known, of the statutory disqualification. 
(2) BOOKS AND RECORDS.—The person shall 
keep their books and records open to inspection and 
examination by the Commission and by any reg-
istered futures association of which the person is a 
member. 
(3) CUSTOMER
DISCLOSURES.—The person 
shall disclose to customers— 
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(A) information about the material risks 
and characteristics of the assets listed for trad-
ing on the person; 
(B) information about the material risks 
and characteristics of the transactions facili-
tated by the person; 
(C) information about the location and 
manner in which the digital assets of the cus-
tomer will be and are custodied; 
(D) information concerning the policies 
and procedures of the person that are related to 
the protection of the data of customers of the 
person; and 
(E) in their disclosure documents, offering 
documents, and promotional material— 
(i) in a prominent manner, that they 
are not registered with or regulated by the 
Commission; and 
(ii) the contact information for the 
whistleblower, complaint, and reparation 
programs of the Commission. 
(4) CUSTOMER ASSETS.— 
(A) IN GENERAL.—The person shall— 
(i) hold customer money, assets, and 
property in a manner to minimize the risk 
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of loss to the customer or unreasonable 
delay in customer access to money, assets, 
and property of the customer; 
(ii) treat and deal with all money, as-
sets, and property, including any rights as-
sociated with any such money, assets, or 
property, of any customer received as be-
longing to the customer; 
(iii) calculate the total digital asset 
obligations of the person, and at all times 
hold money, assets, or property equal to or 
in excess of the total digital asset obliga-
tions; and 
(iv) not commingle such money, assets 
and property held to meet the total com-
modity obligation with the funds of the 
person or use the money, assets, or prop-
erty to margin, secure, or guarantee any 
trade or contract, or to secure or extend 
the credit, of any customer or person other 
than the one for whom the same are held, 
except that— 
(I) the money, assets, and prop-
erty of any customer may be commin-
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gled with that of any other customer, 
if separately accounted for; and 
(II) the share of the money, as-
sets, and property, as in the normal 
course of business are necessary to 
margin, guarantee, secure, transfer, 
adjust, or settle a contract of sale of 
a commodity asset, may be withdrawn 
and applied to do so, including the 
payment of commissions, brokerage, 
interest, taxes, storage, and other 
charges lawfully accruing in connec-
tion with the contract of sale of a dig-
ital commodity. 
(B) ADDITIONAL RESOURCES.— 
(i) IN GENERAL.—This section shall 
not prevent or be construed to prevent the 
person from adding to the customer 
money, assets, and property required to be 
segregated under subparagraph (A), addi-
tional amounts of money, assets, or prop-
erty from the account of the person as the 
person 
determines 
necessary 
to 
hold 
money, assets, or property equal to or in 
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excess of the total digital asset obligations 
of the person. 
(ii) 
TREATMENT
AS
CUSTOMER 
FUNDS.—Any money, assets, or property 
deposited pursuant to clause (i) shall be 
considered customer property within the 
meaning of this subsection. 
(e) COMPLIANCE.— 
(1) IN GENERAL.—A person who has filed a no-
tice of intent to register under this section and is in 
compliance with this section shall be exempt from 
Securities and Exchange Commission rules and reg-
ulations pertaining to registering as a national secu-
rities exchange, broker, dealer, or clearing agency, 
for activities related to a digital asset. 
(2) NONCOMPLIANCE.—Paragraph (1) shall not 
apply if, after notice from the Commission and a 
reasonable opportunity to correct the deficiency, a 
person who has submitted a notice of intent to reg-
ister is not in compliance with this section. 
(3) ANTI-FRAUD
AND
ANTI-MANIPULATION.— 
Paragraph (1) shall not be construed to limit any 
anti-fraud, anti-manipulation, or false reporting en-
forcement authority of the Commission, the Securi-
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ties and Exchange Commission, a registered futures 
association, or a national securities association. 
(4) DELISTING.—Paragraph (1) shall not be 
construed to limit the authority of the Commission 
and the Securities and Exchange Commission to 
jointly require a person to delist an asset for trading 
if the Commission and the Securities and Exchange 
Commission determines that the listing is incon-
sistent with the Commodity Exchange Act, the secu-
rities laws (including regulations under those laws), 
or this Act. 
(f) REGISTRATION.— 
(1) IN GENERAL.—A person may not file a no-
tice of intent to register with the Commission after 
the Commission has finalized its rules for the reg-
istration of digital commodity exchanges, digital 
commodity brokers, or digital commodity dealers, as 
appropriate. 
(2) 
TRANSITION
TO
REGISTRATION.—Sub-
section (e)(1) shall not apply to a person who has 
submitted a notice of intent to register if— 
(A) the Commission— 
(i) determines that the person has 
failed to comply with the requirements of 
this section; or 
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(ii) denies the application of the per-
son to register; or 
(B) the digital commodity exchange, digital 
commodity broker, or digital commodity dealer 
that filed a notice of intent to register failed to 
apply for registration as such with the Commis-
sion within 180 days after the effective date of 
the final rules of the Commission for the reg-
istration of digital commodity exchanges, digital 
commodity brokers, or digital commodity deal-
ers, as appropriate. 
(g) RULEMAKING.— 
(1) IN GENERAL.—Within 180 days after the 
date of the enactment of this Act, a registered fu-
tures association shall adopt and enforce rules appli-
cable to persons required by subsection (a)(3) to be 
members of the association. 
(2) FEES.—The rules adopted under paragraph 
(1) may provide for dues in accordance with section 
17(b)(6) of the Commodity Exchange Act. 
(3) EFFECT.—A registered futures association 
shall submit to the Commission any rule adopted 
under paragraph (1), which shall take effect pursu-
ant to the requirements of section 17(j) of the Com-
modity Exchange Act. 
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(h) LIABILITY OF THE FILER.—It shall be unlawful 
for any person to provide false information in support of 
a filing under this section if the person knew or reasonably 
should have known that the information was false. 
(i) WHISTLEBLOWER ENFORCEMENT.—For purposes 
of section 23 of the Commodity Exchange Act, the term 
‘‘this Act’’ includes this section. 
SEC. 107. NOTICE OF INTENT TO REGISTER FOR DIGITAL 
ASSET BROKERS, DEALERS, AND TRADING 
SYSTEMS. 
(a) IN GENERAL.— 
(1) NOTICE
OF
INTENT
TO
REGISTER.—Any 
person may file a notice of intent to register with 
the Securities and Exchange Commission (in this 
section referred to as the ‘‘Commission’’) as— 
(A) a digital asset trading system, for a 
person intending to register as a digital asset 
trading system under section 6(m) of the Secu-
rities Exchange Act of 1934; 
(B) a digital asset broker, for a person in-
tending to register as a digital asset broker 
under section 15H of the Securities Exchange 
Act of 1934; or 
(C) a digital asset dealer, for a person in-
tending to register as a digital asset dealer 
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under section 15H of the Securities Exchange 
Act of 1934. 
(2) CONDITIONS.—A person filing a notice of 
intent to register under paragraph (1) shall be in 
compliance with this section if the person— 
(A) submits to the Commission and con-
tinues to materially update a statement of the 
nature of the registrations the filer intends to 
pursue; 
(B) submits to the Commission and con-
tinues to materially update the information re-
quired by subsections (b) and (c); 
(C) complies with the requirements of sub-
section (d); and 
(D) is a member of a national securities 
association registered under section 15A of the 
Securities Exchange Act of 1934 (15 U.S.C. 
78o–3) and complies with the rules of the asso-
ciation, including the rules of the association 
pertaining to customer disclosures and protec-
tion of customer assets. 
(b) DISCLOSURE
OF GENERAL INFORMATION.—A 
person filing a notice of intent to register under subsection 
(a) shall disclose to the Commission the following: 
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(1) Information concerning the management of 
the person, including information describing— 
(A) the ownership and management of the 
person; 
(B) the financial condition of the person; 
(C) affiliated entities; 
(D) potential conflicts of interest; 
(E) the address of the person, including— 
(i) the place of incorporation; 
(ii) the principal place of business; 
and 
(iii) an address for service of process; 
and 
(F) a list of the States in which the person 
has operations. 
(2) Information concerning the operations of 
the person, including— 
(A) a general description of the person’s 
business and the terms of service for United 
States customers; 
(B) a description of the person’s account 
approval process; 
(C) any rulebook or other customer order 
fulfilment rules; 
(D) risk management procedures; 
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(E) a description of the product listing 
process; and 
(F) anti-money laundering policies and 
procedures. 
(c) LISTING INFORMATION.—A person filing a notice 
of intent to register under subsection (a) shall provide to 
the Commission and the Commodity Futures Trading 
Commission a detailed description of— 
(1) the specific characteristics of each digital 
asset listed or offered for trading by the person, in-
cluding information regarding the digital asset’s 
market activity, distribution, and functional use; and 
(2) the product listing determination made by 
the person for each asset listed or offered for trad-
ing by the person. 
(d) REQUIREMENTS.—A person filing a notice of in-
tent to register under subsection (a) shall comply with the 
following requirements: 
(1) STATUTORY DISQUALIFICATION.—Except to 
the extent otherwise specifically provided by Com-
mission or a national securities association rule, reg-
ulation, or order, the person may not permit an indi-
vidual who is subject to a statutory disqualification 
(as defined under section 3(a) of the Securities Ex-
change Act of 1934) to effect or be involved in ef-
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fecting transactions on behalf of the person if the 
person knows, or in the exercise of reasonable dis-
cretion should know, the individual is subject to a 
statutory disqualification. 
(2) BOOKS AND RECORDS.—The person shall 
keep their books and records open to inspection and 
examination by the Commission and any national se-
curities association of which they are a member. 
(3) CUSTOMER
DISCLOSURES.—The person 
shall disclose to customers— 
(A) information about the material risks 
and characteristics of the assets listed for trad-
ing on the person; 
(B) information about the material risks 
and characteristics of the transactions facili-
tated by the person; 
(C) information about the location and 
manner in which the digital assets of the cus-
tomer will be and are custodied; 
(D) information concerning the person’s 
policies and procedures related to the protection 
of customers’ data; and 
(E) in their disclosure documents, offering 
documents, and promotional material— 
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(i) in a prominent manner, that they 
are not registered with or regulated by the 
Commission; and 
(ii) the contact information for the 
whistleblower, complaint, and reparation 
programs of the Commission. 
(4) CUSTOMER ASSETS.— 
(A) IN GENERAL.—The person shall— 
(i) hold customer money, assets, and 
property in a manner to minimize the risk 
of loss to the customer or unreasonable 
delay in customer access to money, assets, 
and property of the customer; 
(ii) treat and deal with all money, as-
sets, and property, including any rights as-
sociated with any such money, assets, or 
property, of any customer received as be-
longing to the customer; 
(iii) segregate all money, assets, and 
property received from any customer of the 
person from the funds of the person, ex-
cept that— 
(I) the money, assets, and prop-
erty of any customer may be commin-
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gled with that of any other customer, 
if separately accounted for; and 
(II) the share of the money, as-
sets, and property, as in the normal 
course of business are necessary to 
margin, guarantee, secure, transfer, 
adjust, or settle a contract of sale of 
a digital asset, may be withdrawn and 
applied to do so, including the pay-
ment of commissions, brokerage, in-
terest, taxes, storage, and other 
charges lawfully accruing in connec-
tion with the contract of sale of a dig-
ital asset. 
(B) ADDITIONAL RESOURCES.— 
(i) IN GENERAL.—This section shall 
not prevent or be construed to prevent the 
person from adding to the customer 
money, assets, and property required to be 
segregated under subparagraph (A) addi-
tional amounts of money, assets, or prop-
erty from the account of the person as the 
person 
determines 
necessary 
to 
hold 
money, assets, or property equal to or in 
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excess of the total digital asset obligation 
of the person. 
(ii) 
TREATMENT
AS
CUSTOMER 
FUNDS.—Any money, assets, or property 
deposited pursuant to clause (i) shall be 
considered customer property within the 
meaning of this subsection. 
(e) COMPLIANCE.— 
(1) IN GENERAL.—A person who has filed a no-
tice of intent to register under this section and is in 
compliance with this section shall be exempt from 
Commission rules and regulations pertaining to reg-
istering as a national securities exchange, broker, 
dealer, or clearing agency, for activities related to a 
digital asset. 
(2) NONCOMPLIANCE.—Paragraph (1) shall not 
apply if, after notice from the Commission and a 
reasonable opportunity to correct the deficiency, a 
person who has submitted a notice of intent to reg-
ister is not in compliance with this section. 
(3) ANTI-FRAUD
AND
ANTI-MANIPULATION.— 
Paragraph (1) shall not be construed to limit any 
fraud, anti-manipulation, or false reporting enforce-
ment authority of the Commission, the Commodity 
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Futures Trading Commission, a registered futures 
association, or a national securities association. 
(4) DELISTING.—Paragraph (1) shall not be 
construed to limit the authority of the Commission 
and the Commodity Futures Trading Commission to 
jointly require a person to delist an asset for trading 
if the Commission and the Commodity Futures 
Trading Commission determines that the listing is 
inconsistent with the Commodity Exchange Act, the 
securities laws (including regulations under those 
laws), or this Act. 
(f) REGISTRATION.— 
(1) IN GENERAL.—A person may not file a no-
tice of intent to register with the Commission after 
the Commission has finalized its rules for the reg-
istration of digital asset brokers, digital asset deal-
ers, digital asset trading systems, and notice-reg-
istered clearing agencies, as appropriate. 
(2) 
TRANSITION
TO
REGISTRATION.—Sub-
section (e)(1) shall not apply to a person who has 
submitted a notice of intent to register if— 
(A) the Commission— 
(i) determines that the person has 
failed to comply with the requirements of 
this section; or 
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(ii) denies the application of the per-
son to register; or 
(B) the digital asset broker, digital asset 
dealer, or digital asset trading system that filed 
a notice of intent to register failed to apply for 
registration as such with the Commission within 
180 days after the effective date of the Com-
mission’s final rules for the registration of dig-
ital asset brokers, digital asset dealers, and dig-
ital asset trading systems, as appropriate. 
(g) LIABILITY OF THE FILER.—It shall be unlawful 
for any person to provide false information in support of 
a filing under this section if the person knew or reasonably 
should have known that the information was false. 
(h) NATIONAL SECURITIES ASSOCIATION.— 
(1) IN GENERAL.—A national securities asso-
ciation may adopt and enforce rules written specifi-
cally for persons filing a notice of intent to register 
under subsection (a), including rules that prescribe 
reasonable fees and charges to defray the costs of 
the national securities association related to over-
seeing such persons. 
(2) APPROVAL BY THE COMMISSION.—With re-
spect to a provisional rule described under para-
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graph (1) filed with the Commission, the Commis-
sion shall— 
(A) not later than 90 days following the 
date of such filing, approve the rule if the Com-
mission determines that the rule effectuates the 
purposes of this section; and 
(B) make such approval on a summary 
basis pursuant to section 19(b)(3)(B) of the Se-
curities Exchange Act of 1934. 
(i) WHISTLEBLOWER ENFORCEMENT.—For purposes 
of section 21F of the Securities Exchange Act of 1934 
(15 U.S.C. 78u-6), the term ‘‘securities laws’’ includes 
this section. 
SEC. 108. COMMODITY EXCHANGE ACT SAVINGS PROVI-
SIONS. 
(a) IN GENERAL.—Nothing in this Act shall affect 
or apply to, or be interpreted to affect or apply to— 
(1) any agreement, contract, or transaction that 
is subject to the Commodity Exchange Act as— 
(A) a contract of sale of a commodity for 
future delivery or an option on such a contract; 
(B) a swap; 
(C) a security futures product; 
(D) an option authorized under section 4c 
of such Act; 
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(E) an agreement, contract, or transaction 
described in section 2(c)(2)(C)(i) of such Act; 
or 
(F) a leverage transaction authorized 
under section 19 of such Act; or 
(2) the activities of any person with respect to 
any such agreement, contract, or transaction. 
(b) PROHIBITIONS ON SPOT DIGITAL COMMODITY 
ENTITIES.—Nothing in this Act authorizes, or shall be in-
terpreted to authorize, a digital commodity exchange, dig-
ital commodity broker, or digital commodity dealer to en-
gage in any activities involving any transaction, contract, 
or agreement described in subsection (a)(1), solely by vir-
tue of being registered or filing notice of intent to register 
as a digital commodity exchange, digital commodity 
broker, or digital commodity dealer. 
(c) DEFINITIONS.—In this section, each term shall 
have the meaning provided in the Commodity Exchange 
Act or the regulations prescribed under such Act. 
SEC. 109. ADMINISTRATIVE REQUIREMENTS. 
(a) SECURITIES AND EXCHANGE ACT OF 1934.— 
Section 21A of the Securities and Exchange Act of 1934 
(15 U.S.C. 78u-1) is amended by adding at the end the 
following: 
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‘‘(j) DUTY OF MEMBERS AND FEDERAL EMPLOYEES 
RELATED TO DIGITAL ASSETS.— 
‘‘(1) IN GENERAL.—Solely for purposes of the 
insider trading prohibitions arising under this Act, 
including section 10 and Rule 10b–5 thereunder, 
each individual who is a Member of Congress, an 
employee of Congress, or an employee or agent of 
any department or agency of the Federal Govern-
ment owes a duty arising from a relationship of 
trust and confidence to the Congress, the United 
States Government, and the citizens of the United 
States with respect to material, nonpublic informa-
tion related to a restricted digital asset that is de-
rived from such individual’s position as a Member of 
Congress, employee of Congress, or as an employee 
or agent of a department or agency of the Federal 
Government or gained from the performance of such 
individual’s official responsibilities. 
‘‘(2) DEFINITIONS.—ln this subsection, the 
terms ‘Member of Congress’ and ‘employee of Con-
gress’ have the meaning given those terms, respec-
tively, under subsection (g)(2).’’. 
(b) COMMODITY EXCHANGE ACT.—Section 4c(a) of 
the Commodity Exchange Act (7 U.S.C. 6c(a)) is amend-
ed— 
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(1) in paragraph (3)— 
(A) in subparagraph (B), by striking ‘‘or’’ 
at the end; 
(B) in subparagraph (C), by striking the 
period and inserting ‘‘; or’’; and 
(C) by adding at the end the following: 
‘‘(D) a contract of sale of a digital com-
modity.’’; 
(2) in paragraph (4)— 
(A) in subparagraph (A)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
‘‘(iv) a contract of sale of a digital 
commodity.’’; 
(B) in subparagraph (B)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) in clause (iii), by striking the pe-
riod and inserting ‘‘; or’’; and 
(iii) by adding at the end the fol-
lowing: 
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‘‘(iv) a contract of sale of a digital 
commodity.’’; and 
(C) in subparagraph (C)— 
(i) in clause (ii), by striking ‘‘or’’ at 
the end; 
(ii) by striking ‘‘(iii) a swap, provided 
however,’’ and inserting the following: 
‘‘(iii) a swap; or 
‘‘(iv) a contract of sale of a digital 
commodity, 
provided, however,’’; and 
(iii) by striking ‘‘clauses (i), (ii), or 
(iii)’’ and insert ‘‘any of clauses (i) 
through (iv)’’. 
SEC. 110. INTERNATIONAL HARMONIZATION. 
In order to promote effective and consistent global 
regulation of digital assets, the Commodity Futures Trad-
ing Commission and the Securities and Exchange Com-
mission, as appropriate— 
(1) shall consult and coordinate with foreign 
regulatory authorities on the establishment of con-
sistent international standards with respect to the 
regulation of digital assets, restricted digital assets, 
and digital commodities; and 
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(2) may agree to such information-sharing ar-
rangements as may be deemed to be necessary or 
appropriate in the public interest or for the protec-
tion of investors, customers, and users of digital as-
sets. 
SEC. 111. IMPLEMENTATION. 
(a) GLOBAL RULEMAKING TIMEFRAME.—Unless oth-
erwise provided in this Act or an amendment made by this 
Act, the Commodity Futures Trading Commission and the 
Securities and Exchange Commission, or both, shall indi-
vidually, and jointly where required, promulgate rules and 
regulations required of each Commission under this Act 
or an amendment made by this Act not later than 360 
days after the date of enactment of this Act. 
(b) RULES AND REGISTRATION BEFORE FINAL EF-
FECTIVE DATES.— 
(1) IN GENERAL.—In order to prepare for the 
implementation of this Act, the Commodity Futures 
Trading Commission and the Securities and Ex-
change Commission may, before any effective date 
provided in this Act— 
(A) promulgate rules, regulations, or or-
ders permitted or required by this Act; 
(B) conduct studies and prepare reports 
and recommendations required by this Act; 
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(C) register persons under this Act; and 
(D) exempt persons, agreements, contracts, 
or transactions from provisions of this Act, 
under the terms contained in this Act. 
(2) LIMITATION ON EFFECTIVENESS.—An ac-
tion by the Commodity Futures Trading Commission 
or the Securities and Exchange Commission under 
paragraph (1) shall not become effective before the 
effective date otherwise applicable to the action 
under this Act. 
SEC. 112. APPLICATION OF THE BANK SECRECY ACT. 
(a) IN GENERAL.—Section 5312 of title 31, United 
States Code, is amended— 
(1) in subsection (a)(2)(G), by striking ‘‘or 
dealer’’ and inserting ‘‘, dealer, digital asset broker, 
digital asset dealer, or digital asset trading system’’; 
and 
(2) in subsection (c)(1)(A)— 
(A) 
by 
inserting 
‘‘digital 
commodity 
broker, digital commodity dealer,’’ after ‘‘fu-
tures commission merchant,’’; and 
(B) by inserting before the period the fol-
lowing: ‘‘and any digital commodity exchange 
registered, or required to register, under the 
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Commodity Exchange Act which permits direct 
customer access’’. 
(b) GAO STUDY.— 
(1) IN GENERAL.—The Comptroller General of 
the United States, in consultation with the Secretary 
of the Treasury, shall conduct a study to— 
(A) assess the risks posed by centralized 
intermediaries that are primarily located in for-
eign jurisdictions that provide services to U.S. 
persons without regulatory requirements that 
are substantially similar to the requirements of 
the Bank Secrecy Act; and 
(B) provide any regulatory or legislative 
recommendations to address these risks under 
subparagraph (A). 
(2) REPORT.—Not later than 1 year after the 
date of enactment of this Act, the Comptroller Gen-
eral shall issue a report to Congress containing all 
findings and determinations made in carrying out 
the study required under paragraph (1). 
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TITLE II—CLARITY FOR ASSETS 
OFFERED AS PART OF AN IN-
VESTMENT CONTRACT 
SEC. 201. SHORT TITLE. 
This title may be referred to as the ‘‘Securities Clar-
ity Act of 2024’’. 
SEC. 202. TREATMENT OF INVESTMENT CONTRACT ASSETS. 
(a) SECURITIES ACT OF 1933.—Section 2(a) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)), as amended 
by section 101, is further amended— 
(1) in paragraph (1), by adding at the end the 
following: ‘‘The term ‘security’ does not include an 
investment contract asset.’’; and 
(2) by adding at the end the following: 
‘‘(37) The term ‘investment contract asset’ 
means a fungible digital representation of value— 
‘‘(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on 
a cryptographically secured public distributed 
ledger; 
‘‘(B) sold or otherwise transferred, or in-
tended to be sold or otherwise transferred, pur-
suant to an investment contract; and 
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is defined under section 2(a) of the Securities Act of 
1933).’’. 
TITLE III—OFFERS AND SALES 
OF DIGITAL ASSETS 
SEC. 301. EXEMPTED TRANSACTIONS IN DIGITAL ASSETS. 
(a) IN GENERAL.—The Securities Act of 1933 (15 
U.S.C. 77a et seq.) is amended— 
(1) in section 4(a), by adding at the end the 
following: 
‘‘(8) transactions involving the offer or sale of 
units of a digital asset by a digital asset issuer, if— 
‘‘(A) 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 pre-
ceding the date of such transaction, including 
the amount sold in such transaction, is not 
more than $75,000,000 (as such amount is an-
nually 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); 
‘‘(B) with respect to a transaction involv-
ing the purchase of units of a digital asset by 
a person who is not an accredited investor, the 
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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— 
‘‘(i) 10 percent of the person’s annual 
income or joint income with that person’s 
spouse or spousal equivalent; or 
‘‘(ii) 10 percent of the person’s net 
worth or joint net worth with the person’s 
spouse or spousal equivalent; 
‘‘(C) after the completion of the trans-
action, 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 exemp-
tion under this paragraph; 
‘‘(D) the transaction does not involve the 
offer or sale of any digital asset not offered as 
part of an investment contract; 
‘‘(E) the transaction does not involve the 
offer or sale of a unit of a digital asset by a 
digital asset issuer that— 
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‘‘(i) is not organized under the laws of 
a State, a territory of the United States, 
or the District of Columbia; 
‘‘(ii) is a development stage company 
that either— 
‘‘(I) has no specific business plan 
or purpose; or 
‘‘(II) has indicated that the busi-
ness plan of the company is to merge 
with or acquire an unidentified com-
pany; 
‘‘(iii) 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 invest-
ment company by section 3(b) or section 
3(c) of that Act (15 U.S.C. 80a–3(b) or 
80a–3(c)); 
‘‘(iv) is issuing fractional undivided 
interests in oil or gas rights, or a similar 
interest in other mineral rights; 
‘‘(v) is, or has been, subject to any 
order of the Commission entered pursuant 
to section 12(j) of the Securities Exchange 
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Act of 1934 during the 5-year period be-
fore the filing of the offering statement; or 
‘‘(vi) is disqualified pursuant to sec-
tion 230.262 of title 17, Code of Federal 
Regulations; and 
‘‘(F) the issuer meets the requirements of 
section 4B(a).’’; and 
(2) by inserting after section 4A the following: 
‘‘SEC. 4B. REQUIREMENTS WITH RESPECT TO CERTAIN DIG-
ITAL ASSET TRANSACTIONS. 
‘‘(a) 
REQUIREMENTS
FOR
DIGITAL
ASSET 
ISSUERS.— 
‘‘(1) 
INFORMATION
REQUIRED
IN
STATE-
MENT.—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 con-
taining the following information: 
‘‘(A) 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. 
‘‘(B) The address and telephone number of 
the issuer or a legal representative of the 
issuer. 
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‘‘(C) A certification that the digital asset 
issuer meets the relevant requirements de-
scribed under section 4(a)(8). 
‘‘(D) An overview of the material aspects 
of the offering. 
‘‘(E) A description of the purpose and in-
tended use of the offering proceeds. 
‘‘(F) A description of the plan of distribu-
tion of any unit of a digital asset that is to be 
offered. 
‘‘(G) A description of the material risks 
surrounding ownership of a unit of a digital 
asset. 
‘‘(H) A description of the material aspects 
of the digital asset issuer’s business. 
‘‘(I) A description of exempt offerings con-
ducted within the past three years by the digital 
asset issuer. 
‘‘(J) A description of the digital asset 
issuer and the current number of employees of 
the digital asset issuer. 
‘‘(K) A description of any material trans-
actions or relationships between the digital 
asset issuer and affiliated persons. 
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‘‘(L) A description of exempt offerings 
conducted within the past three years. 
‘‘(2) 
INFORMATION
REQUIRED
FOR
PUR-
CHASERS.—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 sec-
tion 43 of the Securities Exchange Act of 1934 on 
a freely accessible public website. 
‘‘(3) ONGOING DISCLOSURE REQUIREMENTS.— 
A digital asset issuer that has filed a statement 
under paragraph (1) to offer and sell a unit of a dig-
ital asset in reliance on section 4(a)(8) shall file the 
following with the Commission: 
‘‘(A) ANNUAL
REPORTS.—An annual re-
port 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 obli-
gated to file such annual report pursuant to 
paragraph (4). 
‘‘(B) SEMIANNUAL REPORTS.—Along with 
each annual report required under subpara-
graph (A), and separately six months there-
after, a report containing— 
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‘‘(i) an updated description of the cur-
rent state and timeline for the development 
of the blockchain system to which the dig-
ital asset relates, showing how and when 
the blockchain system intends or intended 
to be considered a functional system and a 
decentralized system; 
‘‘(ii) the amount of money raised by 
the digital asset issuer in reliance on sec-
tion 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 
‘‘(iii) any material changes to the in-
formation in the most recent annual re-
port. 
‘‘(C) CURRENT REPORTS.—A current re-
port shall be filed with the Commission reflect-
ing any material changes to the information 
previously reported to the Commission by the 
digital asset issuer. 
‘‘(4) TERMINATION
OF
REPORTING
REQUIRE-
MENTS.— 
‘‘(A) IN GENERAL.—The ongoing reporting 
requirements under paragraph (3) shall not 
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apply to a digital asset issuer 180 days after 
the end of the covered fiscal year. 
‘‘(B) COVERED FISCAL YEAR DEFINED.— 
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. 
‘‘(b) REQUIREMENTS FOR INTERMEDIARIES.— 
‘‘(1) IN
GENERAL.—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— 
‘‘(A) register with the Commission as a 
digital asset broker; and 
‘‘(B) 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). 
‘‘(2) PURCHASER QUALIFICATION.— 
‘‘(A) IN GENERAL.—Each time, before ac-
cepting any commitment (including any addi-
tional commitment from the same person), an 
intermediary or digital asset issuer shall have a 
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reasonable basis for believing that the pur-
chaser satisfies the requirements of section 
4(a)(8). 
‘‘(B) RELIANCE
ON
PURCHASER’S
REP-
RESENTATIONS.—For purposes of subpara-
graph (A), an intermediary or digital asset 
issuer may rely on a purchaser’s representa-
tions concerning the purchaser’s annual income 
and net worth and the amount of the pur-
chaser’s other investments made, unless the 
intermediary or digital asset issuer has reason 
to question the reliability of the representation. 
‘‘(C) RELIANCE ON ISSUER.—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. 
‘‘(c) ADDITIONAL PROVISIONS.— 
‘‘(1) 
ACCEPTANCE
OF
WRITTEN
OFFERS; 
SALES.—After an issuer files a statement under 
paragraph (1) to offer and sell a digital asset in reli-
ance on section 4(a)(8)— 
‘‘(A) written offers of the digital asset may 
be made; and 
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‘‘(B) the issuer may sell the digital assets 
in reliance on section 4(a)(8), if such sales meet 
all other requirements. 
‘‘(2) SOLICITATION OF INTEREST.— 
‘‘(A) IN
GENERAL.—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 com-
munications 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 per-
mitted until the statement is filed. 
‘‘(B) CONDITIONS.—In any communication 
described under subparagraph (A), the digital 
asset issuer shall— 
‘‘(i) state that no money or other con-
sideration is being solicited, and if sent in 
response, will not be accepted; 
‘‘(ii) 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 
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until the statement is filed and then only 
through an intermediary; and 
‘‘(iii) state that a person’s indication 
of interest involves no obligation or com-
mitment of any kind. 
‘‘(C) INDICATIONS
OF
INTEREST.—Any 
written communication described under sub-
paragraph (A) may include a means by which 
a person may indicate to the digital asset issuer 
that such person is interested in a potential of-
fering. A digital asset issuer may require a 
name, address, telephone number, or email ad-
dress in any response form included with a 
communication described under subparagraph 
(A). 
‘‘(3) 
DISQUALIFICATION
PROVISIONS.—The 
Commission shall issue rules to apply the disquali-
fication provisions under section 230.262 of title 17, 
Code of Federal Regulations, to the exemption pro-
vided under section 4(a)(8).’’. 
(b) ADDITIONAL EXEMPTIONS.— 
(1) CERTAIN REGISTRATION REQUIREMENTS.— 
Section 12(g)(6) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(g)(6)) is amended by striking 
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‘‘under section 4(6)’’ and inserting ‘‘under section 
4(a)(6) or 4(a)(8)’’. 
(2) EXEMPTION FROM STATE REGULATION.— 
Section 18(b)(4) of the Securities Act of 1933 (15 
U.S.C. 77r(b)(4)) is amended— 
(A) in section (B), by striking ‘‘section 
4(4)’’ and inserting ‘‘section 4(a)(4)’’; 
(B) in section (C), by striking ‘‘section 
4(6)’’ and inserting ‘‘section 4(a)(6)’’; 
(C) in subparagraph (F)— 
(i) by striking ‘‘section 4(2)’’ each 
place such term appears and inserting 
‘‘section 4(a)(2)’’; 
(ii) by striking ‘‘or’’ at the end; 
(D) in subparagraph (G), by striking the 
period and inserting ‘‘; or’’; and 
(E) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
SEC. 302. REQUIREMENTS FOR OFFERS AND SALES OF CER-
TAIN DIGITAL ASSETS. 
(a) IN GENERAL.—Title I of the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.) is amended by adding 
at the end the following: 
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‘‘SEC. 42. REQUIREMENTS FOR OFFERS AND SALES OF CER-
TAIN DIGITAL ASSETS. 
‘‘(a) OFFERS AND SALES OF CERTAIN RESTRICTED 
DIGITAL ASSETS.— 
‘‘(1) IN GENERAL.—Notwithstanding any other 
provision of law, subject to paragraph (2), a re-
stricted digital asset may be offered and sold on a 
digital asset trading system by any person other 
than a digital asset issuer if, at the time of such 
offer or sale, any blockchain system to which the re-
stricted digital asset relates is a functional system 
and the information described in section 43 has been 
certified and made publicly available for any 
blockchain system to which the restricted digital 
asset relates. 
‘‘(2) ADDITIONAL RULES FOR RELATED PER-
SONS AND AFFILIATED PERSONS.—Except as pro-
vided under subsection (c), a restricted digital asset 
owned by a related person or an affiliated person 
may only be offered or sold after 12 months after 
the later of— 
‘‘(A) the date on which such restricted dig-
ital asset was acquired; or 
‘‘(B) the digital asset maturity date. 
‘‘(b) OFFERS AND SALES OF CERTAIN DIGITAL COM-
MODITIES.— 
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‘‘(1) IN GENERAL.—Subject to paragraph (2), a 
digital commodity may be offered and sold by any 
person. 
‘‘(2) RULES
FOR
RELATED
AND
AFFILIATED 
PERSONS.—Except as provided under subsection (c), 
a digital commodity may only be offered or sold by 
a related person or an affiliated person if— 
‘‘(A) the holder of the digital commodity 
originally acquired the digital asset while it was 
a restricted digital asset not less than 12 
months after the later of— 
‘‘(i) the date on which such restricted 
digital asset was acquired; or 
‘‘(ii) the digital asset maturity date; 
‘‘(B) any blockchain system to which the 
digital commodity relates is certified to be a de-
centralized system under section 44; and 
‘‘(C) the digital commodity is offered or 
sold on or subject to the rules of a digital com-
modity exchange registered under section 5i of 
the Commodity Exchange Act. 
‘‘(3) NOT
AN
INVESTMENT
CONTRACT.—For 
purposes of the securities laws, an offer or sale of 
a digital commodity that does not violate paragraph 
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(2) shall not be a transaction in an investment con-
tract. 
‘‘(c) SALES RESTRICTIONS FOR AFFILIATED PER-
SONS.—A digital asset may be offered and sold by an af-
filiated person under subsection (a) or (b) if— 
‘‘(1) the aggregate amount of such digital as-
sets sold in any 3-month period by the affiliated per-
son is not greater than one percent of the digital as-
sets then outstanding; or 
‘‘(2) the affiliated person promptly, following 
the placement of an order to sell one percent or 
more of the digital assets then outstanding during 
any 3-month period, reports the sale to— 
‘‘(A) the Commodity Futures Trading 
Commission, in the case of an order to sell a 
digital commodity on or subject to the rules of 
a digital commodity exchange; or 
‘‘(B) the Securities and Exchange Commis-
sion, in the case of a sell order for a restricted 
digital asset placed with a digital asset trading 
system. 
‘‘(d) TREATMENT OF CERTAIN END USER DISTRIBU-
TIONS UNDER THE SECURITIES LAWS.— 
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‘‘(1) IN GENERAL.—With respect to a digital 
asset, an end user distribution is described under 
this paragraph if— 
‘‘(A) each blockchain system to which such 
digital asset relates is a functional system; and 
‘‘(B) with respect to the digital asset and 
each blockchain system to which such digital 
asset relates, the information described in sec-
tion 43 has been certified and made publicly 
available. 
‘‘(2) NOT
AN
INVESTMENT
CONTRACT.—For 
purposes of the securities laws, an end user distribu-
tion described under paragraph (1) shall not be a 
transaction in an investment contract. 
‘‘(3) EXEMPTION.—Section 5 of the Securities 
Act of 1933 (15 U.S.C. 77e) shall not apply to an 
end user distribution described under paragraph (1) 
or a transaction in a unit of digital asset issued in 
such a distribution.’’. 
(b) RULE OF CONSTRUCTION.—Nothing in this Act 
or the amendments made by this Act may be construed 
to restrict the use of a digital asset, except as expressly 
provided in connection with— 
(1) the offer or sale of a restricted digital asset 
or digital commodity; or 
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(2) an intermediary’s custody of a restricted 
digital asset or digital commodity. 
SEC. 303. ENHANCED DISCLOSURE REQUIREMENTS. 
Title I of the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.), as amended by section 302, is further 
amended by adding at the end the following: 
‘‘SEC. 43. ENHANCED DISCLOSURE REQUIREMENTS WITH 
RESPECT TO DIGITAL ASSETS. 
‘‘(a) DISCLOSURE INFORMATION.—With respect to a 
digital asset and any blockchain system to which the dig-
ital asset relates, the information described under this sec-
tion is as follows: 
‘‘(1) SOURCE CODE.—The source code for any 
blockchain system to which the digital asset relates. 
‘‘(2) TRANSACTION HISTORY.—A description of 
the steps necessary to independently access, search, 
and verify the transaction history of any blockchain 
system to which the digital asset relates. 
‘‘(3) DIGITAL ASSET ECONOMICS.—A descrip-
tion of the purpose of any blockchain system to 
which the digital asset relates and the operation of 
any such blockchain system, including— 
‘‘(A) information explaining the launch 
and supply process, including the number of 
digital assets to be issued in an initial alloca-
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tion, the total number of digital assets to be 
created, the release schedule for the digital as-
sets, and the total number of digital assets then 
outstanding; 
‘‘(B) information on any applicable con-
sensus mechanism or process for validating 
transactions, method of generating or mining 
digital assets, and any process for burning or 
destroying digital assets on the blockchain sys-
tem; 
‘‘(C) an explanation of governance mecha-
nisms 
for 
implementing 
changes 
to 
the 
blockchain system or forming consensus among 
holders of such digital assets; and 
‘‘(D) sufficient information for a third 
party to create a tool for verifying the trans-
action history of the digital asset. 
‘‘(4) PLAN
OF
DEVELOPMENT.—The current 
state and timeline for the development of any 
blockchain system to which the digital asset relates, 
showing how and when the blockchain system in-
tends or intended to be considered a functional sys-
tem and decentralized system. 
‘‘(5) DEVELOPMENT DISCLOSURES.—A list of 
all persons who are related persons or affiliated per-
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sons who have been issued a unit of a digital asset 
by a digital asset issuer or have a right to a unit of 
a digital asset from a digital asset issuer. 
‘‘(6) RISK FACTOR DISCLOSURES.—A descrip-
tion of the material risks surrounding ownership of 
a unit of a digital asset. 
‘‘(b) CERTIFICATION.— 
‘‘(1) IN GENERAL.—With respect to a digital 
asset and any blockchain system to which the digital 
asset relates, the information described under this 
section has been certified if the digital asset issuer, 
an affiliated person, a decentralized governance sys-
tem, or a digital commodity exchange certifies on a 
quarterly basis to the Commodity Futures Trading 
Commission and the Securities and Exchange Com-
mission that the information is true and correct. 
‘‘(2) PRIOR
DISCLOSURES.—Information de-
scribed under this section which was made available 
to the public prior to the date of enactment of this 
section may be certified as true and correct on the 
date such information was published in final form. 
‘‘(3) RULEMAKING.—The Commission and the 
Commodity Futures Trading Commission may joint-
ly issue rules regarding the certification process de-
scribed under paragraph (1).’’. 
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