I 
119TH CONGRESS 
1ST SESSION H. R. 3633 
To provide for a system of regulation of the offer and sale of digital commod-
ities by the Securities and Exchange Commission and the Commodity 
Futures Trading Commission, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 29, 2025 
Mr. HILL of Arkansas (for himself, Mr. THOMPSON of Pennsylvania, Ms. 
CRAIG, Mr. EMMER, Mr. JOHNSON of South Dakota, Mr. DAVIS of North 
Carolina, Mr. STEIL, Mr. TORRES of New York, and Mr. DAVIDSON) in-
troduced the following bill; which was referred to the Committee on Fi-
nancial Services, and in addition to the Committee on Agriculture, for a 
period to be subsequently determined by the Speaker, in each case for 
consideration of such provisions as fall within the jurisdiction of the com-
mittee concerned 
A BILL 
To provide for a system of regulation of the offer and sale 
of digital commodities by the Securities and Exchange 
Commission and the Commodity Futures Trading Com-
mission, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Digital Asset Market Clarity Act of 2025’’ or the 
‘‘CLARITY Act of 2025’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—DEFINITIONS; RULEMAKING; PROVISIONAL 
REGISTRATION 
Sec. 101. Definitions under the Securities Act of 1933. 
Sec. 102. Definitions under the Securities Exchange Act of 1934. 
Sec. 103. Definitions under the Commodity Exchange Act. 
Sec. 104. Definitions under this Act. 
Sec. 105. Rulemakings. 
Sec. 106. Provisional registration for digital commodity exchanges, brokers, and 
dealers. 
Sec. 107. Commodity Exchange Act and securities laws savings provisions. 
Sec. 108. Administrative requirements. 
Sec. 109. International cooperation. 
Sec. 110. Implementation. 
Sec. 111. Application of the Bank Secrecy Act. 
TITLE II—OFFERS AND SALES OF DIGITAL COMMODITIES 
Sec. 201. Treatment of investment contract assets. 
Sec. 202. Exempted primary transactions in digital commodities. 
Sec. 203. Treatment of secondary transactions in digital commodities that 
originally involved investment contracts. 
Sec. 204. Requirements for offers and sales of digital commodities by digital 
commodity related persons and digital commodity affiliated 
persons. 
Sec. 205. Mature blockchain system requirements. 
Sec. 206. Effective date. 
TITLE III—REGISTRATION FOR INTERMEDIARIES AT THE 
SECURITIES AND EXCHANGE COMMISSION 
Sec. 301. Treatment of digital commodities and permitted payment stablecoins. 
Sec. 302. Anti-fraud authority over permitted payment stablecoins and certain 
digital commodity transactions. 
Sec. 303. Eligibility of alternative trading systems. 
Sec. 304. Operation of alternative trading systems. 
Sec. 305. Modernization of recordkeeping requirements. 
Sec. 306. Exemptive authority. 
Sec. 307. Additional registrations with the Commodity Futures Trading Com-
mission. 
Sec. 308. Exempting digital commodities from State securities laws. 
Sec. 309. Exclusion for decentralized finance activities. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6211
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
Sec. 310. Treatment of custody activities by banking institutions. 
Sec. 311. Digital commodity activities that are financial in nature. 
Sec. 312. Effective date; administration. 
Sec. 313. Studies on foreign adversary participation. 
TITLE IV—REGISTRATION FOR DIGITAL COMMODITY INTER-
MEDIARIES AT THE COMMODITY FUTURES TRADING COMMIS-
SION 
Sec. 401. Commission jurisdiction over digital commodity transactions. 
Sec. 402. Requiring futures commission merchants to use qualified digital asset 
custodians. 
Sec. 403. Trading certification and approval for digital commodities. 
Sec. 404. Registration of digital commodity exchanges. 
Sec. 405. Qualified digital asset custodians. 
Sec. 406. Registration and regulation of digital commodity brokers and dealers. 
Sec. 407. Registration of associated persons. 
Sec. 408. Registration of commodity pool operators and commodity trading ad-
visors. 
Sec. 409. Exclusion for decentralized finance activities. 
Sec. 410. Resources for implementation and enforcement. 
Sec. 411. Digital commodity activities by SEC-registered entities. 
Sec. 412. Requirements related to control persons. 
Sec. 413. Effective date. 
Sec. 414. Sense of Congress. 
TITLE V—INNOVATION AND TECHNOLOGY IMPROVEMENTS 
Sec. 501. Findings; sense of Congress. 
Sec. 502. Modernization of the Securities and Exchange Commission mission. 
Sec. 503. Strategic Hub for Innovation and Financial Technology. 
Sec. 504. Codification of LabCFTC. 
Sec. 505. Study on decentralized finance. 
Sec. 506. Study on non-fungible tokens. 
Sec. 507. Study on expanding financial literacy amongst digital commodity 
holders. 
Sec. 508. Study on financial market infrastructure improvements. 
TITLE 
I—DEFINITIONS; 
RULE-
MAKING; PROVISIONAL REG-
ISTRATION 
SEC. 101. DEFINITIONS UNDER THE SECURITIES ACT OF 
1933. 
Section 2(a) of the Securities Act of 1933 (15 U.S.C. 
77b(a)) is amended by adding at the end the following: 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(20) BLOCKCHAIN.—The term ‘blockchain’ 
means— 
‘‘(A) any technology— 
‘‘(i) where data is— 
‘‘(I) shared across a network to 
create a distributed ledger of inde-
pendently verifiable transactions or in-
formation among network partici-
pants; 
‘‘(II) linked using cryptography 
to maintain the integrity of the dis-
tributed ledger and to execute other 
functions; and 
‘‘(III) propagated among network 
participants to reach consensus on the 
state of the distributed ledger and any 
other functions; and 
‘‘(ii) composed of source code that is 
publicly available; and 
‘‘(B) any similar technology to the tech-
nology described in subparagraph (A). 
‘‘(21) BLOCKCHAIN
APPLICATION.—The term 
‘blockchain application’ means any executable soft-
ware deployed to a blockchain composed of source 
code that is publicly available, including a smart 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
contract or any network of smart contracts, or other 
similar technology. 
‘‘(22) 
BLOCKCHAIN
PROTOCOL.—The 
term 
‘blockchain protocol’ means the freely and publicly 
available source code of a blockchain that is executed 
by the network participants of a blockchain to facili-
tate its functioning, or other similar technology. 
‘‘(23) 
BLOCKCHAIN
SYSTEM.—The 
term 
‘blockchain system’ means any blockchain, together 
with its blockchain protocol or any blockchain appli-
cation or network of blockchain applications. 
‘‘(24) 
DECENTRALIZED
GOVERNANCE
SYS-
TEM.— 
‘‘(A) IN GENERAL.—The term ‘decentral-
ized governance system’ means, with respect to 
a blockchain system, any transparent, rules- 
based system permitting persons to form con-
sensus or reach agreement in the development, 
provision, publication, management, or adminis-
tration of such blockchain system, where par-
ticipation is not limited to, or under the effec-
tive control of, any person or group of persons 
under common control. 
‘‘(B) RELATIONSHIP OF PERSONS TO DE-
CENTRALIZED
GOVERNANCE
SYSTEMS.—With 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
respect to a decentralized governance system, 
the decentralized governance system and any 
persons participating in the decentralized gov-
ernance system shall be treated as separate per-
sons unless such persons are under common 
control. 
‘‘(C) LEGAL
ENTITIES
FOR
DECENTRAL-
IZED
GOVERNANCE
SYSTEMS.—The term ‘de-
centralized governance system’ shall include a 
legal entity used to implement the rules-based 
system described in subparagraph (A), provided 
that the organizing and governing laws of such 
legal entity do not create or require centralized 
and hierarchical management of such legal enti-
ty. For the purposes of this subparagraph, the 
delegation of ministerial or administrative au-
thority at the direction of the participants in a 
decentralized governance system shall not be 
construed to be centralized and hierarchical 
management. 
‘‘(25) DIGITAL ASSET.—The term ‘digital asset’ 
means any digital representation of value which is 
recorded on a cryptographically-secured distributed 
ledger or other similar technology. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00006
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(26) DIGITAL COMMODITY.—The term ‘digital 
commodity’ has the meaning given that term under 
section 1a of the Commodity Exchange Act (7 
U.S.C. 1a). 
‘‘(27) DIGITAL COMMODITY AFFILIATED PER-
SON.—The term ‘digital commodity affiliated person’ 
means a person (including a digital commodity re-
lated person) that, with respect to any digital com-
modity— 
‘‘(A) acquires 5 percent or more of the 
total outstanding units of such digital com-
modity from a digital commodity issuer; 
‘‘(B) is a founder of the digital commodity 
issuer; or 
‘‘(C) is an executive director, director, 
trustee, or general partner of the digital com-
modity issuer or held such role at any point in 
the previous 12-month period. 
‘‘(28) DIGITAL COMMODITY ISSUER.—With re-
spect to a digital commodity, the term ‘digital com-
modity issuer’ means any person that— 
‘‘(A) proposes, issues, or causes to be 
issued a unit of such digital commodity to a 
person; or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00007
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(B) offers or sells a right to a future 
issuance of a unit of such digital commodity to 
a person. 
‘‘(29) DIGITAL
COMMODITY
RELATED
PER-
SON.— 
‘‘(A) IN GENERAL.—With respect to a dig-
ital commodity issuer, the term ‘digital com-
modity related person’ means— 
‘‘(i) a person that is or was in the 
previous 6-month period a promoter, senior 
employee, advisory board member, consult-
ant, advisor, or person serving in a similar 
capacity; and 
‘‘(ii) a person that acquires 1 percent 
or more of the total outstanding units of 
such digital commodity from a digital com-
modity issuer. 
‘‘(B) SENIOR
EMPLOYEE
DEFINED.—In 
this paragraph and with respect to a digital 
commodity issuer, the term ‘senior employee’ 
means any employee materially involved in the 
management or planning of the digital com-
modity issuer or the development of the 
blockchain system to which the digital com-
modity relates. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00008
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(30) END
USER
DISTRIBUTION.—The term 
‘end user distribution’ means a distribution of a unit 
of a digital commodity that— 
‘‘(A) does not involve an exchange of more 
than a nominal value of cash, property, or other 
assets; and 
‘‘(B) is distributed in a broad and equi-
table manner based on conditions capable of 
being satisfied by any participant in the 
blockchain system, including, as incentive-based 
rewards— 
‘‘(i) to users of the digital commodity 
or any blockchain system to which the dig-
ital commodity relates; 
‘‘(ii) for activities directly related to 
the operation of the blockchain system, 
such as mining, validating, staking, or 
other activity directly tied to the operation 
of the blockchain system; or 
‘‘(iii) to the existing holders of an-
other digital commodity, in proportion to 
the total units of such other digital com-
modity as are held by each person. 
‘‘(31) MATURE
BLOCKCHAIN
SYSTEM.—The 
term ‘mature blockchain system’ means a blockchain 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00009
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
system, together with its related digital commodity, 
that is not controlled by any person or group of per-
sons under common control. 
‘‘(32) PERMITTED PAYMENT STABLECOIN.— 
‘‘(A) IN GENERAL.—The term ‘permitted 
payment stablecoin’ means a digital asset— 
‘‘(i) that is or is designed to be used 
as a means of payment or settlement; 
‘‘(ii) that is denominated in a national 
currency; 
‘‘(iii) the issuer of which is subject to 
the regulatory and supervisory authority of 
a State or Federal agency; 
‘‘(iv) the issuer of which— 
‘‘(I) is obligated to convert, re-
deem, or repurchase for a fixed 
amount of monetary value; or 
‘‘(II) represents that the digital 
asset will maintain or creates the rea-
sonable expectation that the digital 
asset will maintain a stable value rel-
ative to the value of a fixed amount of 
monetary value; and 
‘‘(v) that is not— 
‘‘(I) a national currency; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00010
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(II) a security issued by— 
‘‘(aa) an investment com-
pany registered under section 
8(a) of the Investment Company 
Act of 1940 (15 U.S.C. 80a– 
8(a)); or 
‘‘(bb) a person that would 
be an investment company under 
the Investment Company Act of 
1940 but for paragraphs (1) and 
(7) of section 3(c) of that Act 
(15 U.S.C. 80a–3(c)); 
‘‘(III) a deposit (as defined under 
section 3 of the Federal Deposit In-
surance Act (12 U.S.C. 1813)), re-
gardless of the technology used to 
record such deposit; or 
‘‘(IV) an account (as defined in 
section 101 of the Federal Credit 
Union Act (12 U.S.C. 1752)), regard-
less of the technology used to record 
such account. 
‘‘(B) MONETARY
VALUE
DEFINED.—The 
term ‘monetary value’— 
‘‘(i) means— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00011
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(I) a national currency; 
‘‘(II) a deposit (as defined in sec-
tion 3 of the Federal Deposit Insur-
ance Act (12 U.S.C. 1813)) that is 
denominated in a national currency; 
or 
‘‘(III) an account (as defined in 
section 101 of the Federal Credit 
Union Act (12 U.S.C. 1752)); and 
‘‘(ii) does not include any agricultural 
or other physical commodity (as defined in 
section 1a of the Commodity Exchange Act 
(7 U.S.C. 1a)). 
‘‘(33) SECURITIES LAWS.—The term ‘securities 
laws’ has the meaning given that term under section 
3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)).’’. 
SEC. 102. DEFINITIONS UNDER THE SECURITIES EX-
CHANGE ACT OF 1934. 
Section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) by adding at the end the following: 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00012
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(82) BANK SECRECY ACT.—The term ‘Bank 
Secrecy Act’ means— 
‘‘(A) section 21 of the Federal Deposit In-
surance Act (12 U.S.C. 1829b); 
‘‘(B) chapter 2 of title I of Public Law 91– 
508 (12 U.S.C. 1951 et seq.); and 
‘‘(C) subchapter II of chapter 53 of title 
31, United States Code. 
‘‘(83) ADDITIONAL
DIGITAL
COMMODITY-RE-
LATED TERMS.— 
‘‘(A) SECURITIES
ACT
OF
1933.—The 
terms ‘blockchain system’, ‘decentralized gov-
ernance system’, ‘digital asset’, ‘digital com-
modity affiliated person’, ‘digital commodity 
issuer’, ‘digital commodity related person’, ‘end 
user distribution’, ‘mature blockchain system’, 
and ‘permitted payment stablecoin’, have the 
meaning given those terms, respectively, under 
section 2(a) of the Securities Act of 1933 (15 
U.S.C. 77b(a)). 
‘‘(B) COMMODITY
EXCHANGE
ACT.—The 
terms ‘digital commodity’, ‘digital commodity 
broker’, ‘digital commodity dealer’, ‘digital com-
modity exchange’, ‘decentralized finance mes-
saging system’, and ‘decentralized finance trad-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00013
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
ing protocol’ have the meaning given those 
terms, respectively, under section 1a of the 
Commodity Exchange Act (7 U.S.C. 1a).’’. 
SEC. 103. DEFINITIONS UNDER THE COMMODITY EX-
CHANGE ACT. 
(a) IN GENERAL.—Section 1a of the Commodity Ex-
change Act (7 U.S.C. 1a) is amended— 
(1) in paragraph (10)— 
(A) in subparagraph (A)— 
(i) by redesignating clauses (iii) and 
(iv) as clauses (iv) and (v), respectively; 
and 
(ii) by inserting after clause (ii) the 
following: 
‘‘(iii) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity 
custodian; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00014
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(2) in paragraph (11)— 
(A) in subparagraph (A)(i)— 
(i) by redesignating subclauses (III) 
and (IV) as subclauses (IV) and (V), re-
spectively; and 
(ii) by inserting after subclause (II) 
the following: 
‘‘(III) digital commodity;’’; and 
(B) by redesignating subparagraph (B) as 
subparagraph (C) and inserting after subpara-
graph (A) the following: 
‘‘(B) EXCLUSION.—For purposes of this 
paragraph, the term ‘trading in commodity in-
terests’ shall not include transacting in digital 
commodities for the purpose of— 
‘‘(i) acting as a digital commodity 
custodian; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00015
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(ii) establishing, maintaining, or 
managing inventory or payment instru-
ments for commercial purposes; or 
‘‘(iii) maintaining or supporting the 
operation of, or validating transactions on, 
a blockchain system.’’; 
(3) in paragraph (12)(A)(i)— 
(A) in subclause (II), by adding at the end 
a semicolon; 
(B) by redesignating subclauses (III) and 
(IV) as subclauses (IV) and (V), respectively; 
and 
(C) by inserting after subclause (II) the 
following: 
‘‘(III) a digital commodity;’’; 
(4) by redesignating paragraphs (16) through 
(51) as paragraphs (17) through (52), respectively, 
and inserting after paragraph (15) the following: 
‘‘(16) TERMS RELATED TO DIGITAL COMMOD-
ITIES.— 
‘‘(A) ASSOCIATED PERSON OF A DIGITAL 
COMMODITY BROKER.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the term ‘associated 
person of a digital commodity broker’ 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00016
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
means a person who is associated with a 
digital commodity broker as a partner, of-
ficer, employee, or agent (or any person oc-
cupying a similar status or performing 
similar functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or acceptance 
of an order for the purchase or sale of 
a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of an order for the purchase 
or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity broker’ 
does not include any person associated 
with a digital commodity broker the func-
tions of which are solely clerical or ministe-
rial. 
‘‘(B) ASSOCIATED PERSON OF A DIGITAL 
COMMODITY DEALER.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided in clause (ii), the term ‘associated 
person of a digital commodity dealer’ 
means a person who is associated with a 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00017
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
digital commodity dealer as a partner, offi-
cer, employee, or agent (or any person oc-
cupying a similar status or performing 
similar functions) in any capacity that in-
volves— 
‘‘(I) the solicitation or acceptance 
of a contract for the purchase or sale 
of a digital commodity; or 
‘‘(II) the supervision of any per-
son engaged in the solicitation or ac-
ceptance of a contract for the pur-
chase or sale of a digital commodity. 
‘‘(ii) EXCLUSION.—The term ‘associ-
ated person of a digital commodity dealer’ 
does not include any person associated 
with a digital commodity dealer the func-
tions of which are solely clerical or ministe-
rial. 
‘‘(C) BANK
SECRECY
ACT.—The term 
‘Bank Secrecy Act’ means— 
‘‘(i) section 21 of the Federal Deposit 
Insurance Act (12 U.S.C. 1829b); 
‘‘(ii) chapter 2 of title I of Public Law 
91–508 (12 U.S.C. 1951 et seq.); and 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00018
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(iii) subchapter II of chapter 53 of 
title 31, United States Code. 
‘‘(D) 
DECENTRALIZED
FINANCE
MES-
SAGING SYSTEM.— 
‘‘(i) IN GENERAL.—The term ‘decen-
tralized finance messaging system’ means 
a software application that provides a user 
with the ability to create or submit an in-
struction, communication, or message to a 
decentralized finance trading protocol for 
the purpose of executing a transaction by 
the user. 
‘‘(ii) ADDITIONAL
REQUIREMENTS.— 
The term ‘decentralized finance messaging 
system’ does not include any system that 
provides any person other than the user 
with control over— 
‘‘(I) the funds of the user; or 
‘‘(II) the execution of the trans-
action of the user. 
‘‘(E) DECENTRALIZED FINANCE TRADING 
PROTOCOL.— 
‘‘(i) IN GENERAL.—The term ‘decen-
tralized finance trading protocol’ means a 
blockchain system through which multiple 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00019
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
participants can execute a financial trans-
action— 
‘‘(I) in accordance with an auto-
mated rule or algorithm that is pre-
determined and non-discretionary; and 
‘‘(II) without reliance on any 
other person to maintain control of 
the digital assets of the user during 
any part of the financial transaction. 
‘‘(ii) EXCLUSIONS.— 
‘‘(I) IN
GENERAL.—The term 
‘decentralized finance trading pro-
tocol’ does not include a blockchain 
system if— 
‘‘(aa) a person or group of 
persons under common control 
has the unilateral authority, di-
rectly or indirectly, through any 
contract, 
arrangement, 
under-
standing, relationship, or other-
wise, to control or materially 
alter the functionality, operation, 
or rules of consensus or agree-
ment of the blockchain system; or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00020
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(bb) the blockchain system 
does not operate, execute and en-
force its operations and trans-
actions based solely on pre-estab-
lished, transparent rules encoded 
directly within the source code of 
the blockchain system. 
‘‘(II) SPECIAL RULE.—For pur-
poses of subclause (I), a decentralized 
governance system shall not be consid-
ered to be a person or a group of per-
sons under common control. 
‘‘(F) DIGITAL COMMODITY.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity’ means a digital asset that is 
intrinsically linked to a blockchain system, 
and the value of which is derived from or 
is reasonably expected to be derived from 
the use of the blockchain system. 
‘‘(ii) 
RELATIONSHIP
TO
A 
BLOCKCHAIN
SYSTEM.—For purposes of 
this subparagraph, a digital asset is intrin-
sically linked to a blockchain system if the 
digital asset is directly related to the 
functionality or operation of the blockchain 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00021
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
system or to the activities or services for 
which the blockchain system is created or 
utilized, including where the digital asset 
is— 
‘‘(I) issued or generated by the 
programmatic 
functioning 
of 
the 
blockchain system; 
‘‘(II) used to transfer value be-
tween participants in the blockchain 
system; 
‘‘(III) used to access the activi-
ties or services of the blockchain sys-
tem; 
‘‘(IV) used to participate in the 
decentralized governance system of 
the blockchain system; 
‘‘(V) used or removed from cir-
culation in whole or in part to pay 
fees or otherwise verify or validate 
transactions on the blockchain system; 
‘‘(VI) used as payment or incen-
tive to participants in the blockchain 
system to engage in the activities of 
the blockchain system, provide serv-
ices to other participants in the 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00022
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
blockchain system, or otherwise par-
ticipate in the functionality of the 
blockchain system; or 
‘‘(VII) used as payment or incen-
tive to participants in the blockchain 
system to validate transactions, secure 
the blockchain system, provide com-
putational services, maintain or dis-
tribute information, or otherwise par-
ticipate in the operations of the 
blockchain system. 
‘‘(iii) EXCLUSION.—The term ‘digital 
commodity’ does not include any of the fol-
lowing: 
‘‘(I) SECURITY.— 
‘‘(aa) Any security, other 
than a note, an investment con-
tract, or a certificate of interest 
or participation in any profit- 
sharing agreement. 
‘‘(bb) A note, an investment 
contract, or a certificate of inter-
est or participation in any profit- 
sharing 
agreement 
that 
rep-
resents or gives the holder an 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00023
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
ownership interest or other inter-
est in the revenues, profits, obli-
gations, debts, assets, or assets 
or debts to be acquired of the 
issuer of the digital asset or an-
other person (other than a decen-
tralized governance system). 
‘‘(II) SECURITY DERIVATIVE.—A 
digital asset that, based on its terms 
and other characteristics, is, rep-
resents, or is functionally equivalent 
to an agreement, contract, or trans-
action that is— 
‘‘(aa) a security future, as 
defined in section 2a of the Secu-
rities Act of 1933; 
‘‘(bb) a security-based swap, 
as defined in section 2a of the 
Securities Act of 1933; 
‘‘(cc) a put, call, straddle, 
option, or privilege on any secu-
rity, certificate of deposit, or 
group or index of securities (in-
cluding any interest therein or 
based on the value thereof), as 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00024
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
defined in section 2a of the Secu-
rities Act of 1933; or 
‘‘(dd) a put, call, straddle, 
option, or privilege on any secu-
rity, as defined in section 2a of 
the Securities Act of 1933. 
‘‘(III) 
PERMITTED
PAYMENT 
STABLECOIN.—A digital asset that is 
a permitted payment stablecoin. 
‘‘(IV) BANKING DEPOSIT.— 
‘‘(aa) A deposit (as defined 
under section 3 of the Federal 
Deposit 
Insurance 
Act 
(12 
U.S.C. 1813)), regardless of the 
technology used to record the de-
posit. 
‘‘(bb) An account (as de-
fined in section 101 of the Fed-
eral Credit Union Act (12 U.S.C. 
1752)), regardless of the tech-
nology used to record the ac-
count. 
‘‘(V) 
COMMODITY.—A 
digital 
asset that references, represents an 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00025
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
interest in, or is functionally equiva-
lent to— 
‘‘(aa) an agricultural com-
modity; 
‘‘(bb) 
an 
excluded 
com-
modity, other than a security; or 
‘‘(cc) an exempt commodity, 
other than the digital commodity 
itself, as shall be further defined 
by the Commission. 
‘‘(VI) 
COMMODITY
DERIVA-
TIVE.—A digital asset that, based on 
its terms and other characteristics, is, 
represents, or is functionally equiva-
lent to an agreement, contract, or 
transaction that is— 
‘‘(aa) a contract of sale of a 
commodity for future delivery or 
an option thereon; 
‘‘(bb) a security futures 
product; 
‘‘(cc) a swap; 
‘‘(dd) an agreement, con-
tract, or transaction described in 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00026
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
section 
2(c)(2)(C)(i) 
or 
2(c)(2)(D)(i); 
‘‘(ee) a commodity option 
authorized under section 4c; or 
‘‘(ff) a leverage transaction 
authorized under section 19. 
‘‘(VII) POOLED INVESTMENT VE-
HICLE.— 
‘‘(aa) IN GENERAL.—A dig-
ital asset that, based on its terms 
and other characteristics, is, rep-
resents, or is functionally equiva-
lent to— 
‘‘(AA) 
a 
commodity 
pool, as defined in this Act; 
or 
‘‘(BB) a pooled invest-
ment vehicle. 
‘‘(bb) POOLED INVESTMENT 
VEHICLE DEFINED.—In this sub-
clause, the term ‘pooled invest-
ment vehicle’ means any invest-
ment company as defined in sec-
tion 3(a) of the Investment Com-
pany Act of 1940 (15 U.S.C. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00027
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
80a–3(a)) or any company that 
would be an investment company 
under section 3(a) of such Act 
but for the exclusion provided 
from that definition by para-
graph (1), (7), or (9) of section 
3(c) of such Act (15 U.S.C. 80a– 
3(c)(1), (7), or (9)). 
‘‘(VIII) 
GOOD, 
COLLECTIBLE, 
AND
OTHER
NON-COMMODITY 
ASSET.—A digital asset that has in-
herent value, utility, or significance 
beyond its mere existence as a digital 
asset, including the digital equivalent 
of a tangible or intangible good, such 
as— 
‘‘(aa) a work of art, a musi-
cal composition, a literary work, 
or other intellectual property; 
‘‘(bb) collectibles, merchan-
dise, virtual land, and video game 
assets; 
‘‘(cc) affinity, rewards, or 
loyalty points, including airline 
miles or credit card points, that 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00028
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
are not primarily speculative in 
nature; or 
‘‘(dd) rights, licenses, and 
tickets. 
‘‘(iv) RULE OF CONSTRUCTION.—No 
presumption shall exist that a digital asset 
is a security, nor shall a digital asset be 
excluded from being a digital commodity 
pursuant to clause (iii)(I), solely due to— 
‘‘(I) the digital asset providing 
voting or economic rights with respect 
to the blockchain system to which the 
digital asset relates or the decentral-
ized 
governance 
system 
of 
the 
blockchain system; 
‘‘(II) the value of the digital 
asset having the potential to appre-
ciate or depreciate in response to the 
efforts, operations, or financial per-
formance of the decentralized govern-
ance system of the blockchain system 
to which the digital asset relates; or 
‘‘(III) the value of the digital 
asset appreciating or depreciating due 
to the adoption and use of the 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00029
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
blockchain system to which the digital 
asset relates or the decentralized gov-
ernance system of the blockchain sys-
tem. 
‘‘(G) DIGITAL COMMODITY BROKER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity broker’ means any person who, 
as a regular business— 
‘‘(I) is engaged in— 
‘‘(aa) soliciting or accepting 
an order from a customer for— 
‘‘(AA) the purchase or 
sale of a digital commodity; 
or 
‘‘(BB) an agreement, 
contract, or transaction de-
scribed 
in 
section 
2(c)(2)(D)(iv); and 
‘‘(bb) in conjunction with 
the activities in item (aa), ac-
cepts or maintains control over— 
‘‘(AA) the funds of any 
customer; or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00030
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(BB) the execution of 
any transaction of a cus-
tomer; 
‘‘(II) is engaged in soliciting or 
accepting orders from a customer for 
the purchase or sale of a unit of a 
digital commodity on or subject to the 
rules of a registered entity; or 
‘‘(III) is registered with the Com-
mission 
as 
a 
digital 
commodity 
broker. 
‘‘(ii) EXCEPTIONS.—The term ‘digital 
commodity broker’ does not include a per-
son solely because the person— 
‘‘(I) solicits or accepts an order 
described in clause (i)(I)(aa)(AA) 
from a customer who is an eligible 
contract participant; 
‘‘(II) enters into a digital com-
modity transaction the primary pur-
pose of which is to make, send, re-
ceive, or facilitate payments, whether 
involving a payment service provider 
or on a peer-to-peer basis; or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00031
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(III) is a bank (as defined 
under section 3(a) of the Securities 
Exchange Act of 1934) engaging in 
certain banking activities with respect 
to a digital commodity in the same or 
a similar manner as a bank is ex-
cluded from the definition of a broker 
under such section, as determined by 
the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
clude from the term ‘digital commodity 
broker’ any person or class of persons if 
the Commission determines that the rule 
or regulation will effectuate the purposes 
of this Act. 
‘‘(H) DIGITAL COMMODITY DEALER.— 
‘‘(i) IN GENERAL.—The term ‘digital 
commodity dealer’ means any person who, 
as a regular business— 
‘‘(I) is, or offers to be a 
counterparty to a person for the pur-
chase or sale of a digital commodity 
as a regular business, and in conjunc-
tion with the activities, accepts or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00032
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
maintains control over the funds of 
any counterparty; or 
‘‘(II) is registered with the Com-
mission as a digital commodity dealer. 
‘‘(ii) EXCEPTION.—The term ‘digital 
commodity dealer’ does not include a per-
son solely because the person— 
‘‘(I) 
is 
or 
offers 
to 
be 
a 
counterparty to a person who is an el-
igible contract participant; 
‘‘(II) enters into a digital com-
modity transaction with an eligible 
contract participant; 
‘‘(III) enters into a digital com-
modity transaction on or through a 
registered 
digital 
commodity 
ex-
change, with a registered digital com-
modity broker, or through a decentral-
ized finance trading protocol; 
‘‘(IV) enters into a digital com-
modity transaction for the person’s 
own account, either individually or in 
a fiduciary capacity, but not as a part 
of a regular business; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00033
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(V) enters into a digital com-
modity transaction the primary pur-
pose of which is to make, send, re-
ceive, or facilitate payments, whether 
involving a payment service provider 
or on a peer-to-peer basis; or 
‘‘(VI) is a bank (as defined under 
section 3(a) of the Securities Ex-
change Act of 1934) engaging in cer-
tain banking activities with respect to 
a digital commodity in the same or a 
similar manner as a bank is excluded 
from the definition of a dealer under 
section 3(a)(5) of such Act, as deter-
mined by the Commission. 
‘‘(iii) 
FURTHER
DEFINITION.—The 
Commission, by rule or regulation, may ex-
clude from the term ‘digital commodity 
dealer’ any person or class of persons if 
the Commission determines that the rule 
or regulation will effectuate the purposes 
of this Act. 
‘‘(I) DIGITAL
COMMODITY
EXCHANGE.— 
The term ‘digital commodity exchange’ means a 
trading facility that offers or seeks to offer a 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00034
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
cash or spot market in at least 1 digital com-
modity. 
‘‘(J) 
MIXED
DIGITAL
ASSET
TRANS-
ACTION.—The term ‘mixed digital asset trans-
action’ means a transaction in which a digital 
commodity is traded for a security. 
‘‘(K) TERMS DEFINED UNDER THE SECU-
RITIES ACT OF 1933.—The terms ‘blockchain 
system’, ‘decentralized governance system’, ‘dig-
ital asset’, ‘digital commodity issuer’, ‘digital 
commodity affiliated person’, ‘digital commodity 
related person’, ‘end user distribution’, ‘mature 
blockchain system’, and ‘permitted payment 
stablecoin’ have the meaning given those terms, 
respectively, under section 2(a) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)).’’; and 
(5) in paragraph (41) (as so redesignated by 
paragraph (4) of this subsection)— 
(A) by striking ‘‘and’’ at the end of sub-
paragraph (E); 
(B) by striking the period at the end of 
subparagraph (F) and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(G) a digital commodity exchange reg-
istered under section 5i.’’. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00035
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(b) CONFORMING AMENDMENTS.— 
(1) Each of the following provisions of law is 
amended 
by 
striking 
‘‘1a(18)’’ 
and 
inserting 
‘‘1a(19)’’: 
(A) Section 4s(h)(5)(A)(i) of the Com-
modity Exchange Act (7 U.S.C. 6s(h)(5)(A)(i)). 
(B) Section 5(e) of the Securities Act of 
1933 (15 U.S.C. 77e(e)). 
(C) Section 6(g)(5)(B) of the Securities 
Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78f(g)(5)(B)). 
(D) Section 15F(h)(5)(A)(i) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o– 
10(h)(5)(A)(i)). 
(2) Section 752 of the Wall Street Trans-
parency and Accountability Act of 2010 (15 U.S.C. 
8325) is amended by striking ‘‘1a(39)’’ and insert-
ing ‘‘1a(40)’’. 
(3) Section 4s(f)(1)(D) of the Commodity Ex-
change Act (7 U.S.C. 6s(f)(1)(D)) is amended by 
striking ‘‘1a(47)(A)’’ and inserting ‘‘1a(48)(A)’’. 
(4) Each of the following provisions of the 
Commodity Exchange Act is amended by striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’: 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00036
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(A) 
Section 
4t(b)(1)(C) 
(7 
U.S.C. 
6t(b)(1)(C)). 
(B) Section 5(d)(23) (7 U.S.C. 7(d)(23)). 
(C) Section 5b(k)(3) (7 U.S.C. 7a– 
1(k)(3)). 
(D) Section 5h(f)(10)(A)(iii) (7 U.S.C. 7b– 
3(f)(10)(A)(iii)). 
(5) Section 21(f)(4)(C) of the Commodity Ex-
change Act (7 U.S.C. 24a(f)(4)(C)) is amended by 
striking ‘‘1a(48)’’ and inserting ‘‘1a(49)’’. 
(6) Section 403 of the Legal Certainty for 
Bank Products Act of 2000 (7 U.S.C. 27a) is 
amended— 
(A) in subsection (a)(2), by striking 
‘‘1a(47)(A)(v)’’ and inserting ‘‘1a(48)(A)(v)’’; 
and 
(B) in each of subsections (b)(1) and 
(c)(2), by striking ‘‘1a(47)’’ and inserting 
‘‘1a(48)’’. 
(7) Section 712 of the Wall Street Trans-
parency and Accountability Act of 2010 (15 U.S.C. 
8302) is amended— 
(A) in subsection (a)(8), by striking 
‘‘1a(47)(D)’’ and inserting ‘‘1a(48)(D)’’; and 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00037
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(B) in subsection (d)(1), by striking 
‘‘1a(47)(A)(v)’’ each place it appears and in-
serting ‘‘1a(48)(A)(v)’’. 
SEC. 104. DEFINITIONS UNDER THIS ACT. 
In this Act: 
(1) DEFINITIONS UNDER THE COMMODITY EX-
CHANGE
ACT.—The terms ‘‘decentralized finance 
messaging system’’, ‘‘decentralized finance trading 
protocol’’, ‘‘digital commodity’’, ‘‘digital commodity 
broker’’, ‘‘digital commodity dealer’’, ‘‘digital com-
modity exchange’’, and ‘‘mixed digital asset trans-
action’’ have the meaning given those terms, respec-
tively, under section 1a of the Commodity Exchange 
Act (7 U.S.C. 1a). 
(2) DEFINITIONS UNDER THE SECURITIES ACT 
OF 1933.—The terms ‘‘blockchain’’, ‘‘blockchain sys-
tem’’, ‘‘blockchain protocol’’, ‘‘decentralized govern-
ance system’’, ‘‘digital asset’’, ‘‘digital commodity 
issuer’’, ‘‘end user distribution’’, ‘‘mature blockchain 
system’’, ‘‘permitted payment stablecoin’’, and ‘‘se-
curities laws’’ have the meaning given those terms, 
respectively, under section 2(a) of the Securities Act 
of 1933 (15 U.S.C. 77b(a)). 
(3) DEFINITIONS UNDER THE SECURITIES EX-
CHANGE ACT OF 1934.—The terms ‘‘Bank Secrecy 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00038
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
Act’’, ‘‘securities laws’’, and ‘‘self-regulatory organi-
zation’’ have the meaning given those terms, respec-
tively, under section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)). 
SEC. 105. RULEMAKINGS. 
(a) DEFINITIONS.—The Commodity Futures Trading 
Commission and the Securities and Exchange Commission 
shall jointly issue rules to further define the following 
terms: 
(1) The terms— 
(A) ‘‘blockchain’’, ‘‘blockchain applica-
tion’’, ‘‘blockchain system’’, ‘‘blockchain pro-
tocol’’, 
‘‘decentralized 
governance 
system’’, 
‘‘digital commodity affiliated person’’, ‘‘digital 
commodity issuer’’, ‘‘digital commodity related 
person’’, ‘‘end user distribution’’, and ‘‘mature 
blockchain system’’, as defined under section 
2(a) of the Securities Act of 1933; 
(B) ‘‘unilateral authority’’, as such term is 
used in section 42 of the Securities Exchange 
Act of 1934 and section 1a of the Commodity 
Exchange Act; and 
(C) ‘‘programmatic functioning’’, as such 
term is used in sections 4C of the Securities 
Act of 1933, section 42 of the Securities Ex-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00039
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
change Act of 1934, and section 1a of the Com-
modity Exchange Act. 
(2) The terms ‘‘digital commodity’’, ‘‘decentral-
ized finance messaging system’’, and ‘‘decentralized 
finance trading protocol’’ as defined under section 
1a of the Commodity Exchange Act. 
(b) JOINT RULEMAKING FOR MIXED DIGITAL ASSET 
TRANSACTIONS.—The Securities and Exchange Commis-
sion and the Commodity Futures Trading Commission 
shall jointly issue rules applicable to mixed digital asset 
transactions under this Act and the amendments made by 
this Act, including by further defining such term. 
(c) PROTECTION OF SELF-CUSTODY.— 
(1) IN GENERAL.—A United States individual 
shall retain the right to— 
(A) maintain a hardware wallet or software 
wallet for the purpose of facilitating the individ-
ual’s own lawful custody of digital assets; and 
(B) engage in direct, peer-to-peer trans-
actions in digital assets with another individual 
or entity for the individual’s own lawful pur-
poses using a hardware wallet or software wal-
let, if— 
(i) such other individual or entity is 
not a financial institution (as defined in 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00040
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
section 5312 of title 31, United States 
Code); and 
(ii) the transactions do not involve 
any property or interests in property that 
are blocked pursuant to, or are otherwise 
prohibited by, United States sanctions. 
(2) APPLICATION.—This subsection— 
(A) applies solely to personal use by indi-
viduals; and 
(B) does not apply to individuals acting in 
a custodial or fiduciary capacity for others. 
(3) RULE OF CONSTRUCTION.—Nothing in this 
subsection shall be construed to limit the authority 
of the Secretary of the Treasury, the Securities and 
Exchange Commission, the Commodity Futures 
Trading Commission, or the primary Federal pay-
ment stablecoin regulators to carry out any enforce-
ment action or special measure authorized under ap-
plicable law, including— 
(A) the Bank Secrecy Act, section 9714 of 
the Combating Russian Money Laundering Act 
(31 U.S.C. 5318A note), and section 7213A of 
the Fentanyl Sanctions Act (21 U.S.C. 2313a); 
or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00041
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(B) any other law relating to illicit finance, 
money laundering, terrorism financing, or 
United States sanctions. 
(d) JOINT RULEMAKING, PROCEDURES, OR GUID-
ANCE FOR DELISTING.—Not later than 180 days after the 
date of the enactment of this Act, the Commodity Futures 
Trading Commission and the Securities and Exchange 
Commission shall jointly issue rules, procedures, or guid-
ance (as determined appropriate by the Commissions) re-
garding the process to delist an asset for trading under 
section 106 of this Act if the Commissions determine that 
the listing is inconsistent with the Commodity Exchange 
Act, the securities laws (including regulations under those 
laws), or this Act. 
(e) JOINT RULES FOR PORTFOLIO MARGINING DE-
TERMINATIONS.— 
(1) IN
GENERAL.—Not later than 360 days 
after the date of the enactment of this Act, the 
Commodity Futures Trading Commission and the 
Securities and Exchange Commission shall jointly 
issue rules describing the process for persons reg-
istered with either such Commission to seek a joint 
order or determination with respect to margin, cus-
tomer protection, segregation, or other requirements 
as necessary to facilitate portfolio margining of secu-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00042
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
rities (including related extensions of credit), secu-
rity-based swaps, futures contracts, options on fu-
tures contracts, swaps, and digital commodities, or 
any subset thereof, in— 
(A) a securities account carried by a reg-
istered broker or dealer or a security-based 
swap account carried by a registered security- 
based swap dealer; 
(B) a futures or cleared swap account car-
ried by a registered futures commission mer-
chant; 
(C) a swap account carried by a swap deal-
er; or 
(D) a digital commodity account carried by 
a registered digital commodity broker or digital 
commodity dealer that is also registered in such 
other capacity as is necessary to also carry the 
other customer or counterparty positions being 
held in the account. 
(2) PROCESS.—With respect to a joint order or 
determination described in paragraph (1), the rules 
required to be issued pursuant to paragraph (1) 
shall require— 
(A) the joint order or determination to be 
issued only if the order or determination is in 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00043
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
the public interest and provides for the appro-
priate protection of customers; 
(B) applicants to file a standard applica-
tion, in a form and manner determined by the 
Securities and Exchange Commission and the 
Commodity 
Futures 
Trading 
Commission, 
which shall include the information necessary to 
make the joint order or determination; 
(C) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to make a final determination not later 
than 270 days after the filing of a completed 
application; 
(D) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consider the public interest of the 
joint order or determination through the solici-
tation of public comments; and 
(E) the Securities and Exchange Commis-
sion and the Commodity Futures Trading Com-
mission to consult with other relevant foreign or 
domestic regulators, including the Board of 
Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, and the 
Office of the Comptroller of the Currency. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00044
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
SEC. 106. PROVISIONAL REGISTRATION FOR DIGITAL COM-
MODITY EXCHANGES, BROKERS, AND DEAL-
ERS. 
(a) IN GENERAL.— 
(1) PROVISIONAL REGISTRATION.—Within 180 
days after the date of the enactment of this Act, a 
person acting as a digital commodity exchange, dig-
ital commodity broker, or digital commodity dealer 
shall file a statement of provisional registration with 
the Commodity Futures Trading Commission (in 
this subsection referred to as the ‘‘Commission’’), 
unless exempted from registration under section 5k 
of the Commodity Exchange Act, as a— 
(A) digital commodity exchange, for a per-
son acting as a digital commodity exchange; 
(B) digital commodity broker, for a person 
acting as a digital commodity broker; or 
(C) digital commodity dealer, for a person 
acting as a digital commodity dealer. 
(2) CONDITIONS.— 
(A) NON-REGISTERED ENTITIES.—A per-
son, other than a registered entity, who files a 
statement of provisional registration under 
paragraph (1) shall be considered to be in com-
pliance with this section if the person— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00045
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(i) is a member of a futures associa-
tion registered under section 17 of the 
Commodity Exchange Act, and complies 
with the rules of the association, including 
the rules of the association pertaining to 
customer disclosures and protection of cus-
tomer assets; 
(ii) submits to the Commission, in the 
form and manner determined by the Com-
mission, and continues to materially up-
date, as necessary or required by the Com-
mission, a statement of the nature of the 
digital commodity-related activities the per-
son is pursuing or intends to pursue; 
(iii) submits to the Commission and 
continues to materially update the infor-
mation required by this subsection; 
(iv) complies with subsection (c) of 
this section; and 
(v) pays all fees and penalties imposed 
on the person under section 410 of this 
Act. 
(B) REGISTERED ENTITY.— 
(i) IN GENERAL.—A registered entity 
who files a statement of provisional reg-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00046
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
istration under paragraph (1) shall be con-
sidered to be in compliance with this sec-
tion if the person— 
(I) submits to the Commission 
and continues to materially update, a 
statement of the nature of the digital 
commodity-related activities the per-
son is pursuing or intends to pursue; 
(II) submits, and continues to 
materially update, the information re-
quired by this subsection and sub-
section (b); 
(III) complies with subsection 
(c); and 
(IV) pays all fees and penalties 
imposed on the person under section 
410. 
(ii) DEFINITION.—In this paragraph, 
the term ‘‘registered entity’’ means a per-
son who is designated by the Commodity 
Futures Trading Commission as a contract 
market or registered with the Commodity 
Futures Trading Commission as a swap 
execution facility. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00047
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(b) DISCLOSURE
OF GENERAL INFORMATION.—A 
person who files a statement of provisional registration 
under subsection (a) shall disclose to the Commission, un-
less already known to the Commission, the following: 
(1) 
MANAGEMENT.—Information 
concerning 
the management of the person, including informa-
tion 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) 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) DIGITAL COMMODITY OPERATIONS.—Infor-
mation concerning the digital commodity operations 
of the person, including— 
(A) a general description of the person’s 
business and the terms of service for United 
States customers; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00048
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(B) a description of the person’s account 
approval process; 
(C) any rulebook or other customer order 
fulfillment rules or procedures; 
(D) risk management procedures; 
(E) a description of the product listing 
process; and 
(F) policies and procedures for compliance 
with the Bank Secrecy Act. 
(c) REQUIREMENTS.—A person who files a statement 
of provisional registration under subsection (a) shall com-
ply with the following requirements: 
(1) STATUTORY
DISQUALIFICATIONS.—Except 
to the extent otherwise specifically provided by the 
Commission or any registered futures association 
rule, regulation, or order, the person shall not per-
mit an individual who is subject to a statutory dis-
qualification under paragraph (2) or (3) of section 
8a of the Commodity Exchange Act or subject to a 
statutory disqualification as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) to effect or be involved in effecting trans-
actions on behalf of the person, if the person knew, 
or in the exercise of reasonable care should have 
known, of the statutory disqualification. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00049
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(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 or national securities as-
sociation of which the person is 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 legal entity that 
custodies customer assets and the general man-
ner in which the digital assets of the customer 
will be and are custodied; 
(C) information concerning the policies and 
procedures of the person that are related to the 
protection of customers of the person, including 
information regarding any conflicts of interest 
or material affiliates; and 
(D) 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 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00050
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(ii) the contact information for the 
whistleblower, complaint, and reparation 
programs of the Commission. 
(d) AUTHORITY.— 
(1) IN GENERAL.— 
(A) DEEMED
REGISTRATION.—A person 
who remains in compliance with the require-
ments of this section is deemed to be— 
(i) a registered digital commodity ex-
change, pursuant to section 5i, if the per-
son filed a statement of provisional reg-
istration as a digital commodity exchange; 
or 
(ii) a registered digital commodity 
broker or dealer, pursuant to section 4u, if 
the person filed a statement of provisional 
registration as a digital commodity broker 
or dealer, as the case may be. 
(B) SUNSET.—The applicability of sub-
paragraph (A) shall expire— 
(i) in the case of a digital commodity 
exchange deemed registered pursuant to 
subparagraph (A)(i), 180 days after the 
final effective date of the rulemakings re-
quired under 5i; or 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00051
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(ii) in the case of a digital commodity 
broker or dealer deemed registered pursu-
ant to subparagraph (A)(ii), 180 days 
after the final effective date of the 
rulemakings required under 4u. 
(2) SUPERIORITY OF COMMISSION-ADOPTED RE-
QUIREMENTS.—The requirements of the preceding 
provisions of this section shall not supersede any re-
quirements applicable to registered persons adopted 
by the Commission under the Commodity Exchange 
Act. 
(e) DELISTING.—This section shall not be construed 
to limit the authority of the Commission and the Securi-
ties and Exchange Commission to jointly require a person 
to delist an asset for trading if the Commission and the 
Securities and Exchange Commission determine, in ac-
cordance with rules, procedures or guidance jointly issued 
by the Commission and the Securities and Exchange Com-
mission to delist an asset for trading, that the listing is 
inconsistent with the Commodity Exchange Act, the secu-
rities laws (including regulations under those laws), or this 
Act. 
(f) REGISTRATION.—A person may not file a state-
ment of provisional registration with the Commission after 
the Commission has finalized its rules for the registration 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00052
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
of digital commodity exchanges, digital commodity bro-
kers, or digital commodity dealers, 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)(2) to be 
members of the association. 
(2) FEES.—The rules adopted under subpara-
graph (A) of this paragraph 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 subparagraph (A) of this paragraph, which 
shall take effect pursuant to the requirements of sec-
tion 17(j) of the Commodity Exchange Act. 
(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. 
(j) FEDERAL PREEMPTION.— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00053
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(1) This section shall supersede any State or 
local law (other than antifraud provisions of general 
applicability) that regulates the offer or sale of dig-
ital assets in the case of a transaction conducted in 
compliance with this section and conducted on or 
through a person who files a statement of provi-
sional registration under subsection (a) and complies 
with the requirements of this section. 
(2) Notwithstanding any other provision of law, 
the Commission shall have exclusive jurisdiction over 
the digital asset activities of a person who— 
(A) files a statement of provisional reg-
istration under subsection (a); and 
(B) complies with the requirements of this 
section. 
SEC. 107. COMMODITY EXCHANGE ACT AND SECURITIES 
LAWS SAVINGS PROVISIONS. 
(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; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00054
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(D) an option authorized under section 4c 
of such Act; 
(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; 
(2) any agreement, contract, or transaction that 
is subject to the securities laws as— 
(A) a security-based swap; 
(B) a security futures product; or 
(C) an option on or based on the value of 
a security; or 
(3) 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 a statement of provisional 
registration as a digital commodity exchange, digital com-
modity broker, or digital commodity dealer. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00055
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(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. 108. ADMINISTRATIVE REQUIREMENTS. 
Section 4c(a) of the Commodity Exchange Act (7 
U.S.C. 6c(a)) is amended— 
(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)— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00056
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(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.’’; 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. 109. INTERNATIONAL COOPERATION. 
In order to promote greater consistency in effective 
and consistent global regulation of digital assets, the Com-
modity Futures Trading Commission and the Securities 
and Exchange Commission, as appropriate— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00057
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(1) shall consult and coordinate with foreign 
regulatory authorities on the application of con-
sistent international standards with respect to the 
regulation of digital assets; and 
(2) may enter into 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. 110. 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— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00058
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(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; 
(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. 111. APPLICATION OF THE BANK SECRECY ACT. 
(a) IN GENERAL.—Section 5312(c)(1)(A) of title 31, 
United States Code, is amended— 
(1) by inserting ‘‘digital commodity broker, dig-
ital commodity dealer,’’ after ‘‘futures commission 
merchant,’’; and 
(2) by inserting before the period the following: 
‘‘and any digital commodity exchange registered, or 
required to register, under the Commodity Exchange 
Act which permits direct customer access’’. 
(b) GAO STUDY.— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00059
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(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). 
TITLE II—OFFERS AND SALES OF 
DIGITAL COMMODITIES 
SEC. 201. 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— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00060
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(1) in paragraph (1), by adding at the end the 
following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset.’’; and 
(2) by adding at the end the following: 
‘‘(36) The term ‘investment contract asset’ 
means a digital commodity— 
‘‘(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on 
a blockchain; and 
‘‘(B) sold or otherwise transferred, or in-
tended to be sold or otherwise transferred, pur-
suant to an investment contract.’’. 
(b) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a)(18) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b–2(a)(18)) is amended by adding at the end 
the following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset (as such term is de-
fined under section 2(a) of the Securities Act of 1933).’’. 
(c) INVESTMENT COMPANY ACT OF 1940.—Section 
2(a)(36) of the Investment Company Act of 1940 (15 
U.S.C. 80a–2(a)(36)) is amended by adding at the end 
the following: ‘‘The term ‘investment contract’ does not 
include an investment contract asset (as such term is de-
fined under section 2(a) of the Securities Act of 1933).’’. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00061
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(d) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(10) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(10)) is amended by adding at the end the 
following: ‘‘The term ‘investment contract’ does not in-
clude an investment contract asset (as such term is de-
fined under section 2(a) of the Securities Act of 1933).’’. 
(e) SECURITIES INVESTOR PROTECTION ACT
OF 
1970.—Section 16(14) of the Securities Investor Protec-
tion Act of 1970 (15 U.S.C. 78lll(14)) is amended by add-
ing at the end the following: ‘‘The term ‘investment con-
tract’ does not include an investment contract asset (as 
such term is defined under section 2(a) of the Securities 
Act of 1933).’’. 
SEC. 202. EXEMPTED PRIMARY TRANSACTIONS IN DIGITAL 
COMMODITIES. 
(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) 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— 
‘‘(A) the blockchain system to which the 
digital commodity relates, together with the dig-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00062
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
ital commodity, is certified as a mature 
blockchain system under section 42 of the Secu-
rities Exchange Act of 1934 or the issuer in-
tends for the blockchain system to which the 
digital commodity relates to be a mature 
blockchain system by the later of— 
‘‘(i) the date that is four years after 
the first sale of the investment contract in-
volving such digital commodity; or 
‘‘(ii) the date that is four years after 
the effective date of this paragraph; 
‘‘(B) the sum of all cash and other consid-
eration to be received by the digital commodity 
issuer in reliance on the exemption provided 
under this paragraph, during the 12-month pe-
riod preceding the date of such offering, includ-
ing the amount received in such offering, 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); 
‘‘(C) after the completion of the trans-
action, a purchaser does not own more than 10 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00063
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
percent of the total amount of the outstanding 
units of the digital commodity; 
‘‘(D) the transaction does not involve the 
offer or sale of an investment contract involving 
units of a digital commodity by its digital com-
modity issuer that— 
‘‘(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)); 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00064
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(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 
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 
‘‘(E) the issuer meets the requirements of 
section 4B(b).’’; and 
(2) by inserting after section 4A the following: 
‘‘SEC. 4B. REQUIREMENTS WITH RESPECT TO CERTAIN DIG-
ITAL COMMODITY TRANSACTIONS. 
‘‘(a) COMMISSION JURISDICTION.—For the purposes 
of this section: 
‘‘(1) The Commission shall have jurisdiction 
and enforcement authority with respect to disclo-
sures described in this section. 
‘‘(2) 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 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00065
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
offering statement, disclosure, or report filed under 
this Act. 
‘‘(b) REQUIREMENTS
FOR
DIGITAL
COMMODITY 
ISSUERS.— 
‘‘(1) TERMS AND CONDITIONS.—A digital com-
modity issuer offering or selling an investment con-
tract involving units of a digital commodity in reli-
ance on section 4(a)(8) shall file with the Commis-
sion an offering statement and any related docu-
ments, in such form and with such content as pre-
scribed by the Commission, including financial infor-
mation, a description of the issuer and the oper-
ations 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 com-
modity, 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.). 
‘‘(2) 
INFORMATION
REQUIRED
FOR
PUR-
CHASERS.—A digital commodity issuer that has filed 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00066
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
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 in-
clude in such statement the following information: 
‘‘(A) MATURITY
STATUS.—Whether the 
blockchain system to which the digital com-
modity 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). 
‘‘(B) SOURCE CODE.—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. 
‘‘(C) TRANSACTION HISTORY.—A descrip-
tion of the steps necessary to independently ac-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00067
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
cess, search, and verify the transaction history 
of any blockchain system to which the digital 
commodity relates, to the extent any such inde-
pendent access, search, and verification activi-
ties are technically feasible with respect to such 
blockchain system. 
‘‘(D) DIGITAL COMMODITY ECONOMICS.— 
A description of the purpose of any blockchain 
system to which the digital commodity relates 
and the operation of any such blockchain sys-
tem, including— 
‘‘(i) 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 com-
modity outstanding; 
‘‘(ii) information explaining the tech-
nical requirements for holding, accessing, 
and transferring the digital commodity; 
‘‘(iii) information on any applicable 
consensus mechanism or process for vali-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00068
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
dating transactions, method of generating 
or mining digital commodities, and any 
process for burning or destroying units of 
the digital commodity on the blockchain 
system; 
‘‘(iv) an explanation of any mecha-
nism for driving value to the digital com-
modity of such blockchain system; and 
‘‘(v) an explanation of governance 
mechanisms for implementing changes to 
the blockchain system or forming con-
sensus among holders of units of such dig-
ital commodity. 
‘‘(E) PLAN OF DEVELOPMENT.—The cur-
rent state and timeline for the development of 
any blockchain system to which the digital com-
modity 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 sys-
tem, such as users, service providers, devel-
opers, transaction validators, and governance 
participants, including a discussion of any 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00069
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
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 sys-
tem or its related digital commodity. 
‘‘(F) OWNERSHIP DISCLOSURES.— 
‘‘(i) IN GENERAL.—A list of all per-
sons who are digital commodity related 
persons or digital commodity affiliated per-
sons who have been issued a unit of the 
digital commodity by the digital commodity 
issuer or have a right to a unit of the dig-
ital commodity from the digital commodity 
issuer. 
‘‘(ii) CONFIDENTIALITY.—The Com-
mission 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. 
‘‘(G) RISK FACTOR DISCLOSURES.—A de-
scription of the material risks surrounding own-
ership of a unit of a digital commodity. 
‘‘(3) ONGOING
DISCLOSURE
REQUIREMENTS 
FOR MATURING BLOCKCHAIN SYSTEMS.—Subject to 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00070
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
paragraph (5), the issuer of a digital commodity re-
lated to a blockchain system that is not yet certified 
as a mature blockchain system that has filed a state-
ment under paragraph (1) to offer and sell an in-
vestment contract involving a unit of a digital com-
modity in reliance on section 4(a)(8) shall file the 
following with the Commission: 
‘‘(A) SEMIANNUAL
REPORTS.—Every 6 
months, a report containing— 
‘‘(i) an updated description of the cur-
rent state and timeline for the development 
of the blockchain system to which the dig-
ital commodity relates, showing how and 
when the blockchain is intended to be a 
mature blockchain system; 
‘‘(ii) a description of the efforts of the 
issuer and digital commodity related per-
sons in developing the blockchain system to 
which the digital commodity relates; and 
‘‘(iii) 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. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00071
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(B) CURRENT REPORTS.—A current re-
port reflecting any material changes relevant to 
the information previously reported to the Com-
mission 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. 
‘‘(4) RULEMAKING.—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 reli-
ance on section 4(a)(8). 
‘‘(5) TERMINATION
OF
CERTAIN
REPORTING 
REQUIREMENTS; POST-MATURITY
REPORTING
RE-
QUIREMENTS.— 
‘‘(A) IN GENERAL.—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 com-
modity and the blockchain system to which it 
relates described in subparagraphs (A) through 
(C) of paragraph (2) is made publicly available 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00072
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
and the disclosure requirements under subpara-
graph (C) of this paragraph are satisfied. 
‘‘(B) COVERED FISCAL YEAR DEFINED.— 
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 dig-
ital commodity relates is certified as a mature 
blockchain system under section 42 of the Secu-
rities Exchange Act of 1934. 
‘‘(C) 
POST-MATURITY
REPORTING
RE-
QUIREMENTS.—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 dig-
ital commodity issuer that has filed a statement 
under paragraph (1) to offer and sell an invest-
ment contract involving a unit of a digital com-
modity in reliance on section 4(a)(8) and is en-
gaged 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 Commis-
sion may prescribe, by rule, a description of 
such efforts, including— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00073
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(i) any participation in a decentral-
ized governance system of such blockchain 
system; 
‘‘(ii) any participation in alterations 
or proposed alterations to the functionality 
or operation of such blockchain system; 
‘‘(iii) 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; 
‘‘(iv) the amount of units of the dig-
ital commodity, or rights thereto, owned 
and controlled by such issuer and any use, 
sale, trading, or other disposition thereof; 
and 
‘‘(v) any affiliations of such issuer 
material to the efforts of such issuer. 
‘‘(D) RULE OF CONSTRUCTION.—Nothing 
in subparagraph (C) may be construed to make 
any digital commodity described in such sub-
paragraph a security. 
‘‘(c) REQUIREMENTS FOR INTERMEDIARIES.—A per-
son acting as an intermediary in connection with the offer 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00074
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
or sale of an investment contract involving units of a dig-
ital commodity in reliance on section 4(a)(8) shall— 
‘‘(1) register with the Commission as a broker 
or dealer; and 
‘‘(2) be a member of a national securities asso-
ciation registered under section 15A of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78o–3). 
‘‘(d) DISQUALIFICATION PROVISIONS.—The Commis-
sion shall issue rules to apply the disqualification provi-
sions under section 230.262 of title 17, Code of Federal 
Regulations, to the exemption provided under section 
4(a)(8). 
‘‘(e) FAILURE TO MATURE.— 
‘‘(1) IN GENERAL.—Not later than 270 days 
after the date of the enactment of this section, the 
Commission shall issue rules applying such addi-
tional obligations and disclosures for the digital com-
modity 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. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00075
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
Such obligations and disclosures shall include the 
following: 
‘‘(A) DISCLOSURES.—Disclosures regard-
ing the following: 
‘‘(i) FAILURE TO MATURE.—The ma-
terial reasons that the blockchain system 
has not become a mature blockchain sys-
tem within the time period described in 
section 4(a)(8)(A). 
‘‘(ii) DEVELOPMENT PLANS.—The fu-
ture 
plans 
of 
development 
of 
the 
blockchain system, including information 
required under subsection (b)(3). 
‘‘(iii) RISK
FACTOR
DISCLOSURES.— 
The material risks surrounding ownership 
of a unit of a digital commodity that re-
lates to a blockchain system described 
under subsection (b)(1) that has not be-
come a mature blockchain system within 
the time period described in section 
4(a)(8)(A). 
‘‘(B) OBLIGATIONS.—Transaction report-
ing and beneficial ownership disclosure obliga-
tions applicable to digital commodity related 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00076
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
persons and digital commodity affiliated per-
sons of such blockchain system. 
‘‘(2) QUALIFICATION
REQUIRED.—The Com-
mission 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 sys-
tem 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.’’. 
(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 
‘‘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)— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00077
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(i) by striking ‘‘section 4(2)’’ each 
place such term appears and inserting 
‘‘section 4(a)(2)’’; and 
(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).’’. 
(c) PRIOR ISSUERS.— 
(1) REPORTING EXCEPTION.—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— 
(A) last offered or sold an investment con-
tract involving a unit of the digital commodity 
prior to January 1, 2020; or 
(B) both— 
(i) last offered or sold an investment 
contract involving a unit of the digital 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00078
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
commodity between January 1, 2020, and 
June 1, 2025; and 
(ii) is no longer engaged in material 
ongoing efforts related to the blockchain 
system to which the digital commodity re-
lates. 
(2) REPORTING APPLICATION DATE FOR CER-
TAIN
PRIOR
ISSUERS.—With respect to a digital 
commodity, if the digital commodity issuer is en-
gaged in material ongoing efforts related to the 
blockchain system to which the digital commodity re-
lates and last offered and sold an investment con-
tract involving a unit of the digital commodity be-
tween January 1, 2020, and June 1, 2025, the dig-
ital 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 re-
quired by the Commission, not later than one year 
after the effective date of this section. 
(d) USE OF OTHER EXEMPTIONS.— 
(1) RULE OF CONSTRUCTION.—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 com-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00079
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
modity 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. 
(2) RULEMAKING.—The Securities and Ex-
change Commission may issue rules— 
(A) to permit the issuer of a digital com-
modity 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 sec-
tion 4(a)(8)(A) of such Act to raise capital pur-
suant to an exempt offering, if the Commission 
qualifies any offering statement related to such 
raising of capital; and 
(B) 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. 
SEC. 203. TREATMENT OF SECONDARY TRANSACTIONS IN 
DIGITAL COMMODITIES THAT ORIGINALLY 
INVOLVED INVESTMENT CONTRACTS. 
(a) SECONDARY MARKET TREATMENT.—Notwith-
standing any other provision of law, the offer or sale of 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00080
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
a digital commodity that originally involved an investment 
contract by a person other than the issuer of such digital 
commodity, or an agent or underwriter thereof, shall be 
deemed not to be an offer or sale of the investment con-
tract originally involving the digital commodity between 
the issuer of the investment contract involving the digital 
commodity, or an agent or underwriter thereof, and the 
purchaser of such digital commodity under— 
(1) the Securities Act of 1933 (15 U.S.C. 77a 
et seq.); 
(2) the Investment Advisers Act of 1940 (15 
U.S.C. 80b–1 et seq.); 
(3) the Investment Company Act of 1940 (15 
U.S.C. 80a–1 et seq.); 
(4) the Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.); 
(5) the Securities Investor Protection Act of 
1970 (15 U.S.C. 78aaa et seq.); and 
(6) any applicable provisions of State law. 
(b) END USER DISTRIBUTIONS NOT AN OFFER OR 
SALE OF A SECURITY.—An end user distribution does not 
involve the offer or sale of a security. 
(c) AGENT DEFINED.—In this section and with re-
spect to a digital commodity issuer, the term ‘‘agent’’ 
means any person directly or indirectly controlled by the 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00081
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
issuer or under direct or indirect common control with the 
issuer. 
SEC. 204. REQUIREMENTS FOR OFFERS AND SALES OF DIG-
ITAL COMMODITIES BY DIGITAL COMMODITY 
RELATED 
PERSONS 
AND 
DIGITAL 
COM-
MODITY AFFILIATED PERSONS. 
The Securities Act of 1933 (15 U.S.C. 77a et seq.), 
as amended by section 202, is further amended by insert-
ing after section 4B the following: 
‘‘SEC. 4C. REQUIREMENTS FOR OFFERS AND SALES OF DIG-
ITAL COMMODITIES BY DIGITAL COMMODITY 
RELATED 
PERSONS 
AND 
DIGITAL 
COM-
MODITY AFFILIATED PERSONS. 
‘‘(a) IN GENERAL.—It shall be a violation of this Act 
for a digital commodity affiliated person or a digital com-
modity related person to offer or sell a digital commodity 
acquired directly from its issuer, or an agent or under-
writer thereof, pursuant to an investment contract in reli-
ance on section 4(a)(8) or another exemption under this 
Act, other than as provided in this section. 
‘‘(b) COMMISSION JURISDICTION.— 
‘‘(1) Where a digital commodity affiliated per-
son or a digital commodity related person offers or 
sells a digital commodity acquired directly from its 
issuer, or an agent or underwriter thereof, pursuant 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00082
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
to an investment contract in reliance on section 
4(a)(8), or another exemption under this Act, other 
than as provided in this section, such digital com-
modity affiliated person or digital commodity related 
person shall be considered an issuer of such invest-
ment contract. 
‘‘(2) For the purposes of this section, the Com-
mission shall have jurisdiction and enforcement au-
thority with respect to an offer or sale of a digital 
commodity described in subsection (a). 
‘‘(c) RESTRICTIONS ON DIGITAL COMMODITY RE-
LATED PERSONS AND DIGITAL COMMODITY AFFILIATED 
PERSONS.— 
‘‘(1) PRIOR TO BEING A MATURE BLOCKCHAIN 
SYSTEM.—Prior to the blockchain system to which a 
digital commodity relates being certified as a mature 
blockchain system under section 42 of the Securities 
Exchange Act of 1934, units of the digital com-
modity acquired by a digital commodity related per-
son or digital commodity affiliated person directly 
from its issuer, or an agent or underwriter thereof, 
pursuant to an investment contract in reliance on 
section 4(a)(8), or another exemption under this 
Act, may be offered or sold by such digital com-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00083
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
modity related person or digital commodity affiliated 
person if— 
‘‘(A) reports with respect to such digital 
commodity, 
where 
required 
under 
section 
4B(b)(3) (or, with respect to a digital com-
modity not issued in reliance on section 4(a)(8), 
a comparable set of reports where required by 
the Commission) have been filed with the Com-
mission; 
‘‘(B) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered; and 
‘‘(C) the aggregate amount of the units of 
the digital commodity offered or sold by the 
digital commodity related person or digital com-
modity affiliated person is— 
‘‘(i) in any 12-month period, not 
greater than 15 percent of the total units 
of the digital commodity acquired directly 
from its issuer by the digital commodity 
related person or digital commodity affili-
ated person; and 
‘‘(ii) not greater than 50 percent of 
the total units of the digital commodity ac-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00084
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
quired directly from its issuer by the dig-
ital commodity related person or digital 
commodity affiliated person. 
‘‘(2) AFTER BECOMING A MATURE BLOCKCHAIN 
SYSTEM.—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, units of the digital com-
modity acquired by a digital commodity related per-
son or digital commodity affiliated person directly 
from its issuer, or the issuer’s agent or underwriter, 
pursuant to an investment contract in reliance on 
section 4(a)(8) or another exemption under this Act, 
may be— 
‘‘(A) offered or sold by a digital commodity 
related person; or 
‘‘(B) offered or sold by a digital com-
modity affiliated person if— 
‘‘(i) information described in section 
4B(b)(5)(C), where required (or, with re-
spect to a digital commodity not issued in 
reliance on section 4(a)(8), a comparable 
set of information, where required) is pub-
licly available; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00085
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(ii) the digital commodity affiliated 
person has held the units for not less than 
the earlier of— 
‘‘(I) 12 months from the date the 
units were delivered; or 
‘‘(II) 3 months following the date 
on which the blockchain system is cer-
tified as a mature blockchain system 
under section 42 of the Securities Ex-
change Act of 1934; and 
‘‘(iii) the aggregate amount of the 
units of the digital commodity offered or 
sold by the digital commodity affiliated 
person in any 12-month period does not 
exceed the greater of— 
‘‘(I) 8 percent of the total out-
standing amount of the digital com-
modity; or 
‘‘(II) 25 percent of the total 
units of the digital commodity ac-
quired directly from its issuer by the 
digital commodity affiliated person. 
‘‘(d) USE OF A DIGITAL COMMODITY IN THE PRO-
GRAMMATIC FUNCTIONING
OF
THE BLOCKCHAIN SYS-
TEM.—For purposes of this section, the use of a digital 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00086
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
commodity in the programmatic functioning of the 
blockchain system to which it relates is not an offer or 
sale of a digital commodity. 
‘‘(e) MANIPULATIVE AND DECEPTIVE DEVICES; RE-
PORTING.— 
‘‘(1) IN GENERAL.—It shall be unlawful for any 
digital commodity issuer, digital commodity related 
person, or digital commodity affiliated person, di-
rectly or indirectly, by the use of any means or in-
strumentality of interstate commerce or of the mails, 
to use or employ, in connection with the purchase or 
sale of any digital commodity, any manipulative or 
deceptive device or contrivance in contravention of 
such rules and regulations as the Commission may 
prescribe as necessary or appropriate in the public 
interest or for the protection of investors. 
‘‘(2) AFFIRMATIVE DEFENSE.—Not later than 
270 days after the date of the enactment of this sec-
tion, the Commission shall issue rules to implement 
paragraph (1), including by providing any affirma-
tive defenses to an enforcement action thereunder as 
the Commission may prescribe as necessary or ap-
propriate in the public interest or for the protection 
of investors. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00087
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(3) REPORTING.—Not later than 270 days 
after the date of the enactment of this section, the 
Commission shall issue rules to prescribe such trans-
action reporting and beneficial ownership disclosure 
obligations applicable to digital commodity related 
persons and digital commodity affiliated persons, as 
necessary or appropriate in the public interest or for 
the protection of investors. 
‘‘(4) DIFFERENTIATION BETWEEN PERSONS.— 
In issuing rules required under paragraphs (2) and 
(3), the Commission shall differentiate between dig-
ital commodity related persons and digital com-
modity affiliated persons as necessary or appropriate 
in the public interest or for the protection of inves-
tors. 
‘‘(f) RULES FOR PREVIOUSLY-ISSUED DIGITAL COM-
MODITIES.— 
‘‘(1) UNITS RECEIVED PRIOR TO JANUARY 1, 
2020.—If a unit of a digital commodity was received 
by a digital commodity related person or digital com-
modity affiliated person prior to January 1, 2020, 
the unit of the digital commodity may be offered or 
sold by the digital commodity related person or dig-
ital commodity affiliated person without condition. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00088
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(2) CERTAIN UNITS RELATED TO A NON-MA-
TURE BLOCKCHAIN SYSTEM.—If a unit of a digital 
commodity was received by a digital commodity re-
lated person or digital commodity affiliated person 
between January 1, 2020, and June 1, 2025, and 
the blockchain system to which the digital com-
modity relates is not certified as a mature 
blockchain system under section 42 of the Securities 
Exchange Act of 1934, the unit of the digital asset 
may be offered or sold by a digital commodity re-
lated person or digital commodity affiliated person 
if— 
‘‘(A) reports with respect to such digital 
commodity comparable to the reports described 
under section 4B(b)(3), where required by the 
Commission, have been filed with the Commis-
sion; 
‘‘(B) the digital commodity related person 
or digital commodity affiliated person meets 
any requirements pursuant to subsection (e)(3); 
and 
‘‘(C) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00089
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(3) CERTAIN UNITS RELATED TO A MATURE 
BLOCKCHAIN SYSTEM.—If a unit of a digital com-
modity was received by a digital commodity related 
person or digital commodity affiliated person be-
tween January 1, 2020, and June 1, 2025, and the 
blockchain system to which the digital commodity re-
lates is certified as a mature blockchain system 
under section 42 of the Securities Exchange Act of 
1934, it may be offered or sold by a digital com-
modity related person or digital commodity affiliated 
person if— 
‘‘(A) information described in section 
4B(b)(5)(C) or comparable thereto, where re-
quired by the Commission, is publicly available; 
and 
‘‘(B) the digital commodity related person 
or digital commodity affiliated person has held 
the units for not less than 12 months from the 
date the units were delivered. 
‘‘(g) RULEMAKING ON FURTHER USAGE OF DIGITAL 
COMMODITIES.—Not later than 270 days after the date 
of enactment of this section, the Commission may issue 
rules to exempt, unconditionally or on stated terms or con-
ditions, a digital commodity related person or a digital 
commodity affiliated person from the requirements of this 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00090
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
section for the offer or sale of a digital commodity in order 
to foster the development of mature blockchain systems 
and fair and orderly markets.’’. 
SEC. 205. MATURE BLOCKCHAIN SYSTEM REQUIREMENTS. 
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: 
‘‘SEC. 42. MATURE BLOCKCHAIN SYSTEMS. 
‘‘(a) CERTIFICATION OF BLOCKCHAIN SYSTEMS.— 
‘‘(1) CERTIFICATION.—For purposes of sections 
4(a)(8), 4B, and 4C of the Securities Act of 1933 
any digital commodity issuer, digital commodity re-
lated person, digital commodity affiliated person, or 
decentralized governance system of the blockchain 
system may certify to the Securities and Exchange 
Commission that the blockchain system to which a 
digital commodity relates is a mature blockchain sys-
tem. 
‘‘(2) FILING
REQUIREMENTS.—A certification 
described under paragraph (1) shall be filed with the 
Commission, and include such information that is 
reasonably necessary to establish that the blockchain 
system is not controlled by any person or group of 
persons under common control, which may include 
information regarding— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00091
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(A) the operation of the blockchain sys-
tem; 
‘‘(B) the functionality of the related digital 
commodity; 
‘‘(C) how the market value of the digital 
commodity is substantially derived from the 
programmatic functioning of such blockchain 
system; 
‘‘(D) any decentralized governance system 
which relates to the blockchain system; and 
‘‘(E) the current roles, if any, of the digital 
commodity issuer, digital commodity affiliated 
persons, and digital commodity related persons 
where such roles are material to the develop-
ment or operation of such blockchain system or 
the decentralized governance system of such 
blockchain system. 
‘‘(3) REBUTTABLE PRESUMPTION.—The Com-
mission may rebut a certification described under 
paragraph (1) with respect to a blockchain system if 
the Commission, within 60 days of receiving such 
certification, determines that the blockchain system 
is not a mature blockchain system. 
‘‘(4) CERTIFICATION REVIEW.— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00092
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(A) IN
GENERAL.—Any blockchain sys-
tem that relates to a digital commodity for 
which a certification has been made under para-
graph (1) shall be considered a mature 
blockchain system 60 days after the date on 
which the Commission receives a certification 
under paragraph (1), unless the Commission 
notifies the person who made the certification 
within such time that the Commission is stay-
ing the certification due to— 
‘‘(i) an inadequate explanation by the 
person making the certification; or 
‘‘(ii) any novel or complex issues 
which require additional time to consider. 
‘‘(B) PUBLIC
NOTICE.—The Commission 
shall make the following available to the public 
and provide a copy to the Commodity Futures 
Trading Commission: 
‘‘(i) Each certification received under 
paragraph (1). 
‘‘(ii) Each stay of the Commission 
under this subsection, and the reasons 
therefor. 
‘‘(iii) Any response from a person 
making a certification under paragraph (1) 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00093
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
to a stay of the certification by the Com-
mission. 
‘‘(C) CONSOLIDATION.—The Commission 
may consolidate and treat as one submission 
multiple certifications made under paragraph 
(1) for the same blockchain system which re-
lates to a digital commodity which are received 
during the review period provided under this 
paragraph. 
‘‘(5) STAY OF CERTIFICATION.— 
‘‘(A) IN GENERAL.—A notification by the 
Commission pursuant to paragraph (4)(A) shall 
stay the certification once for up to an addi-
tional 120 days from the date of the notifica-
tion. 
‘‘(B) PUBLIC COMMENT PERIOD.—Before 
the end of the 60-day period described under 
paragraph (4)(A), the Commission may begin a 
public comment period of at least 30 days in 
conjunction with a stay under this subsection. 
‘‘(6) DISPOSITION OF CERTIFICATION.—A cer-
tification made under paragraph (1) shall— 
‘‘(A) become effective— 
‘‘(i) upon the publication of a notifica-
tion from the Commission to the person 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00094
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
who made the certification that the Com-
mission does not object to the certification; 
or 
‘‘(ii) at the expiration of the certifi-
cation review period; and 
‘‘(B) not become effective upon the publi-
cation of a notification from the Commission to 
the person who made the certification that the 
Commission has rebutted the certification. 
‘‘(7) RECERTIFICATION.—With respect to a 
blockchain system for which a certification has been 
rebutted under this subsection, no person may make 
a certification under paragraph (1) with respect to 
such blockchain system during the 90-day period be-
ginning on the date of such rebuttal. 
‘‘(8) APPEAL OF REBUTTAL.— 
‘‘(A) IN GENERAL.—If a certification is re-
butted under this section, the person making 
such certification may appeal the decision to 
the United States Court of Appeals for the Dis-
trict of Columbia, not later than 60 days after 
the notice of rebuttal is made. 
‘‘(B) REVIEW.—In an appeal under sub-
paragraph (A), the court shall have de novo re-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00095
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
view of the determination to rebut the certifi-
cation. 
‘‘(b) MATURITY CRITERIA.— 
‘‘(1) SENSE OF CONGRESS.—It is the sense of 
the Congress that protecting investors, maintaining 
fair, orderly, and efficient markets, and facilitating 
capital formation necessitates establishing clear cri-
teria for blockchain systems to be deemed mature, 
as well as enabling the Commission to develop, with-
out prejudice to any such criteria codified in statute, 
alternative criteria by which blockchain systems may 
be considered not to be controlled by any person or 
group of persons under common control in order to 
accommodate changes in markets and technology. 
‘‘(2) IN GENERAL.—The Commission may issue 
rules identifying conditions by which a blockchain 
system, together with its related digital commodity, 
shall be considered a mature blockchain system, con-
sistent with the protection of investors, maintenance 
of fair, orderly, and efficient markets, and the facili-
tation of capital formation. 
‘‘(3) RULES OF CONSTRUCTION.— 
‘‘(A) Nothing in this subsection may be 
construed to permit the Commission to impose 
additional criteria to the criteria in subsection 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00096
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
(c) for certifying that a blockchain system is a 
mature blockchain system pursuant to sub-
section (c). 
‘‘(B) Nothing in this subsection or sub-
section (c) may be construed to limit the Com-
mission’s ability to identify alternative condi-
tions and criteria by which a blockchain system 
may be considered a mature blockchain system. 
‘‘(c) DEEMED MATURE.— 
‘‘(1) IN GENERAL.—Notwithstanding subsection 
(b), for the purposes of subsection (a), a digital com-
modity issuer, digital commodity related person, dig-
ital commodity affiliated person, or decentralized 
governance system of the blockchain system may es-
tablish that a blockchain system, together with its 
related digital commodity, is not controlled by any 
person or group of persons under common control, 
if the blockchain system, together with its related 
digital asset, meets the requirements described in 
paragraph (2) or (3). 
‘‘(2) CRITERIA
FOR
ANY
BLOCKCHAIN
SYS-
TEM.—The requirements described in this paragraph 
are the following: 
‘‘(A) SYSTEM VALUE.— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00097
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(i) MARKET
VALUE.—The digital 
commodity has a value that is substantially 
derived from the adoption, use, and func-
tioning of the blockchain system. 
‘‘(ii) DEVELOPMENT OF VALUE MECH-
ANISM
SUBSTANTIALLY
COMPLETED.— 
Where the digital commodity issuer has 
made public a development plan describing 
how the digital commodity’s value is rea-
sonably expected to be derived from the 
programmatic 
functioning 
of 
the 
blockchain system, the development of such 
mechanisms has been substantially com-
pleted. 
‘‘(B) 
FUNCTIONAL
SYSTEM.—The 
blockchain system allows network participants 
to engage in the activities the blockchain system 
is intended to provide, including— 
‘‘(i) using, transmitting, or storing 
value, or otherwise executing transactions, 
on the blockchain system; 
‘‘(ii) deploying, executing, or accessing 
software or services, or otherwise offering 
or participating in services, deployed on or 
integrated with the blockchain system; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00098
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
‘‘(iii) participating in the consensus 
mechanism, transaction validation process, 
or decentralized governance system of the 
blockchain system; or 
‘‘(iv) operating any client, node, 
validator, sequencer, or other form of com-
putational infrastructure with respect to 
the blockchain system. 
‘‘(C) OPEN
AND
INTEROPERABLE
SYS-
TEM.—The blockchain system— 
‘‘(i) is composed of source code that is 
open source; and 
‘‘(ii) does not restrict or prohibit 
based on the exercise of unilateral author-
ity any person, other than a digital com-
modity issuer, digital commodity related 
person, or a digital commodity affiliated 
person from engaging in the activities the 
blockchain system is intended to provide, 
including the activities described in sub-
paragraph (B). 
‘‘(D) 
PROGRAMMATIC
SYSTEM.—The 
blockchain system operates, executes, and en-
forces its operations and transactions based 
solely on pre-established, transparent rules en-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00099
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
100 
coded directly within the source code of the 
blockchain system. 
‘‘(E) SYSTEM
GOVERNANCE.—No person 
or group of persons under common control— 
‘‘(i) has the unilateral authority, di-
rectly or indirectly, through any contract, 
arrangement, understanding, relationship, 
or otherwise, to control or materially alter 
the functionality, operation, or rules of 
consensus or agreement of the blockchain 
system or its related digital commodity; or 
‘‘(ii) has the unilateral authority to di-
rect the voting, in the aggregate, of 20 
percent or more of the outstanding voting 
power of such blockchain system by means 
of a related digital commodity, nodes or 
validators, a decentralized governance sys-
tem, or otherwise, in a blockchain system 
which can be altered by a voting system. 
‘‘(F) IMPARTIAL SYSTEM.—No person or 
group of persons under common control pos-
sesses a unique permission or privilege to alter 
the functionality, operation, or rules of con-
sensus or agreement of the blockchain system 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00100
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
101 
or its related digital commodity, unless such al-
teration— 
‘‘(i) addresses errors, regular mainte-
nance, or cybersecurity risks of the 
blockchain system that affect the pro-
grammatic functioning of the blockchain 
system; and 
‘‘(ii) is adopted through the consensus 
or agreement of a decentralized governance 
system. 
‘‘(G) DISTRIBUTED OWNERSHIP.—No dig-
ital commodity issuer, digital commodity related 
person, or digital commodity affiliated person 
beneficially owns, in the aggregate, 20 percent 
or more of the total amount of units of the dig-
ital commodity. 
‘‘(3) OPTIONAL
CRITERIA
FOR
PREEXISTING 
BLOCKCHAIN SYSTEMS.—The requirements described 
in this paragraph are that the blockchain system— 
‘‘(A) was created prior to the date of en-
actment of this section; 
‘‘(B) met the requirements of subpara-
graphs (A) through (F) of paragraph (2) prior 
to January 1, 2020; and 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00101
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
102 
‘‘(C) at least 50 percent of the units of the 
digital commodity related to the blockchain sys-
tem are held by persons other than the digital 
commodity issuer, a digital commodity related 
person, or a digital commodity affiliated person. 
‘‘(d) DECENTRALIZED GOVERNANCE SYSTEM.— 
‘‘(1) For the purposes of this section, a decen-
tralized governance system is not a ‘person’ or a 
‘group of persons under common control’. 
‘‘(2) A blockchain system, together with its dig-
ital commodity, shall not be precluded from being 
considered a mature blockchain system solely based 
on a functional, administrative, clerical, or ministe-
rial action of a decentralized governance system, in-
cluding any such action taken by a person acting on 
behalf of and at the direction of the decentralized 
governance system, as determined by the Commis-
sion and consistent with the protection of investors, 
maintenance of fair, orderly, and efficient markets, 
and the facilitation of capital formation. 
‘‘(e) RULEMAKING.—Not more than 270 days after 
the date of enactment of this section, the Commission 
shall issue rules to carry out this section.’’. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00102
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
103 
SEC. 206. EFFECTIVE DATE. 
Unless otherwise provided in this title, this title and 
the amendments made by this title shall take effect 360 
days after the date of enactment of this Act, except that, 
to the extent a provision of this title requires a rule-
making, the provision shall take effect on the later of— 
(1) 360 days after the date of enactment of this 
Act; or 
(2) 60 days after the publication in the Federal 
Register of the final rule implementing the provision. 
TITLE III—REGISTRATION FOR 
INTERMEDIARIES AT THE SE-
CURITIES 
AND 
EXCHANGE 
COMMISSION 
SEC. 301. TREATMENT OF DIGITAL COMMODITIES AND PER-
MITTED PAYMENT STABLECOINS. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(1) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(1)) is 
amended by adding at the end the following: ‘‘The term 
does not include a digital commodity or permitted pay-
ment stablecoin.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(10) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)) is amended by adding at the end the fol-
lowing: ‘‘The term does not include a digital commodity 
or permitted payment stablecoin.’’ 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00103
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
104 
(c) INVESTMENT ADVISERS ACT OF 1940.—Section 
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b–2(a)) is amended— 
(1) in paragraph (18), by adding at the end the 
following: ‘‘The term does not include a digital com-
modity or permitted payment stablecoin.’’; 
(2) by redesignating the second paragraph (29) 
(relating to commodity pools) as paragraph (31); 
and 
(3) by adding at the end, the following: 
‘‘(32) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those 
terms, respectively, under section 2(a) of the Securi-
ties Act of 1933 (15 U.S.C. 77b(a)).’’. 
(d) INVESTMENT COMPANY ACT OF 1940.—Section 
2(a) of the Investment Company Act of 1940 (15 U.S.C. 
80a–2) is amended— 
(1) in paragraph (36), by adding at the end the 
following: ‘‘The term does not include a digital com-
modity or permitted payment stablecoin.’’; and 
(2) by adding at the end, the following: 
‘‘(55) DIGITAL COMMODITY-RELATED TERMS.— 
The terms ‘digital commodity’ and ‘permitted pay-
ment stablecoin’ have the meaning given those 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00104
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
105 
terms, respectively, under section 2(a) of the Securi-
ties Act of 1933 (15 U.S.C. 77b(a)).’’. 
(e) SECURITIES INVESTOR PROTECTION ACT
OF 
1970.—Section 16(14) of the Securities Investor Protec-
tion Act of 1970 (15 U.S.C. 78lll(14)) is amended by add-
ing at the end the following: ‘‘The term does not include 
a digital commodity or permitted payment stablecoin, as 
such terms are defined, respectively, under section 2(a) 
of the Securities Act of 1933 (15 U.S.C. 77b(a))’’. 
SEC. 302. ANTI-FRAUD AUTHORITY OVER PERMITTED PAY-
MENT STABLECOINS AND CERTAIN DIGITAL 
COMMODITY TRANSACTIONS. 
(a) IN GENERAL.—Section 10 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78j) is amended— 
(1) by moving subsection (c) so as to appear 
after subsection (b); 
(2) by designating the undesignated matter at 
the end of that section as subsection (d); and 
(3) by adding at the end the following: 
‘‘(e)(1) Rules promulgated under subsection (b) that 
prohibit fraud, manipulation, or insider trading (but not 
rules imposing or specifying reporting or recordkeeping re-
quirements, procedures, or standards as prophylactic 
measures against fraud, manipulation, or insider trading), 
and judicial precedents decided under subsection (b) and 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00105
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
106 
rules promulgated thereunder that prohibit fraud, manip-
ulation, or insider trading, shall apply with respect to per-
mitted payment stablecoin and digital commodity trans-
actions engaged in by a broker or dealer or through an 
alternative trading system or, as applicable, a national se-
curities exchange to the same extent as they apply to secu-
rities transactions. 
‘‘(2) Judicial precedents decided under section 17(a) 
of the Securities Act of 1933 and sections 9, 15, 16, 20, 
and 21A of this title, and judicial precedents decided 
under applicable rules promulgated under such sections, 
shall apply to permitted payment stablecoins and digital 
commodities with respect to those circumstances in which 
the permitted payment stablecoins and digital commodities 
are brokered, traded, or custodied by a broker or dealer 
or through an alternative trading system or, as applicable, 
a national securities exchange to the same extent as they 
apply to securities.’’. 
(b) 
TREATMENT
OF
PERMITTED
PAYMENT 
STABLECOINS.—Title I of the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 6 the following: 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00106
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
107 
‘‘SEC. 6A. TREATMENT OF TRANSACTIONS IN PERMITTED 
PAYMENT STABLECOINS. 
‘‘(a) AUTHORITY TO BROKER, TRADE, AND CUSTODY 
PERMITTED PAYMENT STABLECOINS.—Permitted pay-
ment stablecoins may be brokered, traded, or custodied by 
a broker, dealer or through an alternative trading system 
or national securities exchange. 
‘‘(b) COMMISSION JURISDICTION.—The Commission 
shall only have jurisdiction over a transaction in a per-
mitted payment stablecoin with respect to those cir-
cumstances in which a permitted payment stablecoin is 
brokered, traded, or custodied— 
‘‘(1) by a broker or dealer; 
‘‘(2) through a national securities exchange; or 
‘‘(3) through an alternative trading system. 
‘‘(c) LIMITATION.—Subsection (b) shall only apply to 
a transaction described in subsection (b) for the purposes 
of regulating the offer, execution, solicitation, or accept-
ance of a permitted payment stablecoin in those cir-
cumstances in which the permitted payment stablecoin is 
brokered, traded, or custodied— 
‘‘(1) by a broker or dealer; 
‘‘(2) through a national securities exchange; or 
‘‘(3) through an alternative trading system. 
‘‘(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion may be construed to prohibit permitted payment 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00107
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
108 
stablecoins from being custodied by any person or entity 
that is not a broker, dealer, alternative trading system, 
or national securities exchange.’’. 
SEC. 303. ELIGIBILITY OF ALTERNATIVE TRADING SYS-
TEMS. 
(a) IN GENERAL.—Section 5 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78e) is amended— 
(1) by striking ‘‘It’’ and inserting the following: 
‘‘(a) IN GENERAL.—It’’; 
(2) by adding at the end the following: 
‘‘(b) DIGITAL COMMODITY PROTECTIONS.— 
‘‘(1) IN GENERAL.—The Commission may not 
preclude a trading platform from operating pursuant 
to a covered exemption on the basis that the assets 
traded or to be traded on such platform include— 
‘‘(A) digital commodities or permitted pay-
ment stablecoins; and 
‘‘(B) securities. 
‘‘(2) COVERED
EXEMPTION.—In this sub-
section, the term ‘covered exemption’ means an ex-
emption— 
‘‘(A) described in subsection (a)(2); or 
‘‘(B) with respect to any other rule of the 
Commission relating to the definition of ‘ex-
change’.’’. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00108
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
109 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(2)) is amended by adding at the end the following: 
‘‘An alternative trading system primarily facilitating the 
trading of digital commodities, permitted payment 
stablecoins, or both, is not a ‘facility’ of an exchange.’’. 
(c) RULE OF CONSTRUCTION.—Nothing in this sec-
tion, the amendments made by this section, or section 304 
may be construed to— 
(1) prohibit a national securities exchange from 
owning or operating any other type of alternative 
trading system; or 
(2) create a presumption that any other type of 
alternative trading system owned or operated by a 
national securities exchange is a facility of that ex-
change. 
SEC. 304. OPERATION OF ALTERNATIVE TRADING SYSTEMS. 
(a) COMMISSION AUTHORITY.—The Securities and 
Exchange Commission shall have jurisdiction over digital 
commodity activities and transactions engaged in by— 
(1) a registered broker or registered dealer ex-
empt from registration with the Commodity Futures 
Trading Commission pursuant to section 5k of the 
Commodity Exchange Act; and 
(2) a national securities exchange. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00109
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
110 
(b) RULEMAKING AUTHORITY.—The Securities and 
Exchange Commission shall have authority to issue rules 
governing any digital commodity activities and trans-
actions engaged in by a broker, dealer, or national securi-
ties exchange registered with the Securities and Exchange 
Commission and exempt from registration with the Com-
modity Futures Trading Commission pursuant to section 
5k of the Commodity Exchange Act, consistent with this 
section and what is necessary or appropriate in the public 
interest or for the protection of investors. 
(c) NATIONAL SECURITIES EXCHANGES.—Not later 
than 270 days after the date of the enactment of this Act, 
the Securities and Exchange Commission shall revise the 
covered regulations to permit a national securities ex-
change or affiliate thereof to operate an alternative trad-
ing system that permits the trading of digital commod-
ities, permitted payment stablecoins, or both by registered 
brokers or registered dealers that are exempt from reg-
istration with the Commodity Futures Trading Commis-
sion pursuant section 5k of the Commodity Exchange Act, 
consistent with this section and what is necessary or ap-
propriate in the public interest or for the protection of 
investors. 
(d) REGISTERED BROKERS AND REGISTERED DEAL-
ERS.—Not later than 270 days after the date of the enact-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00110
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
111 
ment of this Act, the Securities and Exchange Commission 
shall revise the covered regulations to permit a registered 
broker or registered dealer that is exempt from registra-
tion with the Commodity Futures Trading Commission 
pursuant to section 5k of the Commodity Exchange Act 
to operate an alternative trading system that permits the 
trading of digital commodities, permitted payment 
stablecoins, or both, consistent with this section and what 
is necessary or appropriate in the public interest or for 
the protection of investors. 
(e) PERMITTED TRADING.— 
(1) IN GENERAL.—An alternative trading sys-
tem operated pursuant to this section and the regu-
lations promulgated hereunder shall be permitted to 
trade upon notice to the Securities and Exchange 
Commission in a manner prescribed by the Securi-
ties and Exchange Commission any digital com-
modity that has been listed by a digital commodity 
exchange in compliance with section 5i(c)(3) of the 
Commodity Exchange Act. 
(2) COMMISSION
AUTHORITY.—Digital com-
modity transactions offered on an alternative trading 
system operating pursuant to this section shall be 
subject to the jurisdiction of the Securities and Ex-
change Commission. The Securities and Exchange 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00111
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
112 
Commission shall have authority to promulgate rules 
governing such digital commodity transactions of al-
ternative trading systems, consistent with this sec-
tion and what is necessary or appropriate in the 
public interest or for the protection of investors. 
(3) SUSPENSION OF TRADING.—The Securities 
and Exchange Commission may suspend the trading 
of a digital commodity by an alternative trading sys-
tem operating pursuant to this section as is nec-
essary or appropriate in the public interest and is 
consistent with the protection of investors. 
(f) ORDER DISPLAY AND EXECUTION REPORTING.— 
Not later than 270 days after the date of the enactment 
of this Act, the Securities and Exchange Commission shall 
issue and revise rules, as necessary or appropriate in the 
public interest or for the protection of investors, regarding 
whether alternative trading systems operating pursuant to 
subsections (c) and (d) have an obligation to provide the 
prices and sizes of orders displayed to more than one per-
son in such alternative trading system of digital commod-
ities to self-regulatory organizations with members who 
trade in digital commodities or permitted payment 
stablecoins. 
(g) PRINCIPLES OF TRADE.—Not later than 270 
days after the date of the enactment of this Act, the Secu-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00112
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
113 
rities and Exchange Commission shall issue and revise 
rules, as necessary or appropriate in the public interest 
or for the protection of investors, to— 
(1) apply the rules and standards promulgated 
pursuant to paragraph (2) to the appropriate mar-
ket participants, including— 
(A) national securities exchanges operating 
an alternative trading system described in sub-
section (c); and 
(B) registered brokers and registered deal-
ers operating or subscribing to an alternative 
trading system described in subsection (d); and 
(2) apply, as appropriate to the market partici-
pants described in subparagraph (1) and customers 
thereof rules and standards to— 
(A) prevent fraudulent and manipulative 
acts and practices; 
(B) foster cooperation and coordination 
with persons engaged in regulating, settling, 
processing information with respect to, and fa-
cilitating transactions in digital commodities or 
permitted payment stablecoins traded, as appli-
cable, on or by any alternative trading system 
operating pursuant to subsection (c) or (d), or 
any registered broker or registered dealer; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00113
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
114 
(C) remove impediments to and perfect the 
mechanism of a free and open market in digital 
commodities or permitted payment stablecoins 
traded, as applicable, on or by any alternative 
trading system operating pursuant to sub-
section (c) or (d), or any registered broker or 
registered dealer; 
(D) in general, protect investors and the 
public interest; and 
(E) prohibit any unfair discrimination be-
tween— 
(i) customers; 
(ii) any market participants described 
in subparagraphs (A) and (B) of para-
graph (1); or 
(iii) issuers of digital commodities. 
(h) IMPLEMENTING ORGANIZATIONS.—The Securi-
ties and Exchange Commission shall require any reg-
istered national securities association that has as a mem-
ber a registered broker or registered dealer that operates 
an alternative trading system pursuant to subsection (d) 
or otherwise transacts in digital commodities or permitted 
payment stablecoins to adopt such rules as may be nec-
essary to further compliance with this section, including 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00114
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
115 
subsection (g)(2), protect investors, maintain fair, orderly, 
and efficient markets, and facilitate capital formation. 
(i) RULE OF CONSTRUCTION.—The enumeration of 
any category of rules or regulations in this section shall 
not be construed to limit the authority of the Securities 
and Exchange Commission to promulgate such rules as 
may be necessary or appropriate to implement this section 
and the purposes of this Act, including over— 
(1) system capacity, integrity, and security; 
(2) examinations, inspections, and investiga-
tions; 
(3) trade reporting; or 
(4) written procedures for the confidential 
treatment of trading information. 
(j) MEMORANDUM OF UNDERSTANDING.—Consistent 
with section 5k of the Commodity Exchange Act and to 
carry out this Act, the Securities and Exchange Commis-
sion shall enter into a memorandum of understanding with 
the Commodity Futures Trading Commission to ensure— 
(1) requirements imposed on registered brokers 
or registered dealers operating an alternative trading 
system pursuant to subsection (c) or otherwise 
transacting in digital commodities or permitted pay-
ment stablecoins are consistent with the substantive 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00115
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
116 
requirements under section 4u of the Commodity 
Exchange Act; 
(2) requirements imposed on alternative trading 
systems operating pursuant to subsection (c) or (d) 
are not inconsistent with core principles of and are 
consistent with the other substantive requirements 
under section 5i of the Commodity Exchange Act; 
and 
(3) non-duplicative supervision and enforcement 
with respect to registrants of the Securities and Ex-
change Commission notice registered with the Com-
modity Futures Trading Commission. 
(k) COVERED REGULATIONS DEFINED.—In this sec-
tion, the term ‘‘covered regulations’’ means sections 
242.300, 242.301, 242.302, 242.303, 242.304, and 
242.1000 through 242.1007 of title 17, Code of Federal 
Regulations. 
(l) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed to limit the anti-fraud, anti-manip-
ulation, or false reporting enforcement authorities of the 
Commodity Futures Trading Commission with respect to 
a contract of sale of a commodity and persons effecting 
such contracts. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00116
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
117 
SEC. 305. MODERNIZATION OF RECORDKEEPING REQUIRE-
MENTS. 
(a) IN
GENERAL.—For purposes of books and 
records requirements for brokers, dealers, and exchanges 
under the Securities and Exchange Act of 1934 (15 
U.S.C. 78a et seq.), a person may consider records from 
a blockchain system. 
(b) REVISION OF RULES.—Not later than 180 days 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall issue and revise such rules as 
may be necessary to implement this section. 
SEC. 306. EXEMPTIVE AUTHORITY. 
Section 28 of the Securities Act of 1933 (15 U.S.C. 
77z–3) is amended by striking ‘‘by rule or regulation’’ and 
inserting ‘‘by rule, regulation, or order’’. 
SEC. 307. ADDITIONAL REGISTRATIONS WITH THE COM-
MODITY FUTURES TRADING COMMISSION. 
Section 15 of the Securities Exchange Act of 1934 
(15 U.S.C. 78o) is amended by adding at the end the fol-
lowing: 
‘‘(p) ADDITIONAL REGISTRATIONS WITH THE COM-
MODITY FUTURES TRADING COMMISSION.—A registered 
broker or registered dealer shall be permitted to maintain 
a registration with the Commodity Futures Trading Com-
mission as a digital commodity broker or digital com-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00117
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
118 
modity dealer, to list or trade contracts of sale for digital 
commodities.’’. 
SEC. 308. EXEMPTING DIGITAL COMMODITIES FROM STATE 
SECURITIES LAWS. 
Section 18(b) of the Securities Act of 1933 (15 
U.S.C. 77r(b)) is amended by adding at the end the fol-
lowing: 
‘‘(5) EXEMPTION IN CONNECTION WITH DIG-
ITAL COMMODITIES.—A digital commodity shall be 
treated as a covered security.’’. 
SEC. 309. EXCLUSION FOR DECENTRALIZED FINANCE AC-
TIVITIES. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 15G the fol-
lowing: 
‘‘SEC. 15H. DECENTRALIZED FINANCE ACTIVITIES NOT SUB-
JECT TO THIS ACT. 
‘‘(a) IN GENERAL.—Notwithstanding any other pro-
vision of this Act, a person shall not be subject to this 
Act and the regulations promulgated under this Act based 
on the person directly or indirectly engaging in any of the 
following activities, whether singly or in combination, in 
relation to the operation of a blockchain system or in rela-
tion to a decentralized finance trading protocol: 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00118
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
119 
‘‘(1) Compiling network transactions or relay-
ing, searching, sequencing, validating, or acting in a 
similar capacity. 
‘‘(2) Providing computational work, operating a 
node or oracle service, or procuring, offering, or uti-
lizing network bandwidth, or providing other similar 
incidental services. 
‘‘(3) Providing a user-interface that enables a 
user to read and access data about a blockchain sys-
tem. 
‘‘(4) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing a 
blockchain system or a decentralized finance trading 
protocol. 
‘‘(5) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing a 
decentralized finance messaging system, or operating 
or participating in a liquidity pool, for the purpose 
of executing a contract of sale of a digital com-
modity. 
‘‘(6) Developing, publishing, constituting, ad-
ministering, maintaining, or otherwise distributing 
software or systems that create or deploy hardware 
or software, including wallets or other systems, fa-
cilitating an individual user’s own personal ability to 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00119
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
120 
keep, safeguard, or custody the user’s digital assets 
or related private keys. 
‘‘(b) EXCEPTIONS.—Subsection (a) shall not apply to 
the anti-fraud and anti-manipulation authorities of the 
Commission.’’. 
SEC. 310. TREATMENT OF CUSTODY ACTIVITIES BY BANK-
ING INSTITUTIONS. 
(a) TREATMENT OF CUSTODY ACTIVITIES.—The ap-
propriate Federal banking agency, the National Credit 
Union Administration (in the case of a credit union), and 
the Securities and Exchange Commission may not require 
a depository institution, national bank, Federal credit 
union, State credit union, trust company, broker, or deal-
er, or any affiliate thereof (the ‘‘entity’’)— 
(1) to include assets held in custody that are 
not owned by the entity as a liability on the financial 
statement or balance sheet of the entity, including 
digital commodity or permitted payment stablecoin 
custody or safekeeping services; 
(2) to hold regulatory capital against assets, in-
cluding reserves backing such assets, in custody or 
safekeeping, except as necessary to mitigate against 
operational risks inherent with the custody or safe-
keeping services, as determined by— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00120
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
121 
(A) the appropriate Federal banking agen-
cy; 
(B) the National Credit Union Administra-
tion (in the case of a credit union); 
(C) a State bank supervisor; 
(D) a State credit union supervisor (as de-
fined in section 6003 of the Anti-Money Laun-
dering Act of 2020 (31 U.S.C. 5311 note)); or 
(E) the Securities and Exchange Commis-
sion (in the case of a broker or dealer); and 
(3) to recognize a liability for any obligations 
related to activities or services performed with re-
spect to digital commodities that the entity does not 
own if that liability would exceed the expense recog-
nized in the income statement as a result of the cor-
responding obligation. 
(b) DEFINITIONS.—In this section: 
(1) BANKING TERMS.—The terms ‘‘appropriate 
Federal banking agency’’, ‘‘depository institution’’, 
‘‘national bank’’, and ‘‘State bank supervisor’’ have 
the meaning given those terms, respectively, under 
section 3 of the Federal Deposit Insurance Act (12 
U.S.C. 1813). 
(2) CREDIT UNION TERMS.—The terms ‘‘Fed-
eral credit union’’ and ‘‘State credit union’’ have the 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00121
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
122 
meaning given those terms, respectively, under sec-
tion 101 of the Federal Credit Union Act (12 U.S.C. 
1752). 
SEC. 311. DIGITAL COMMODITY ACTIVITIES THAT ARE FI-
NANCIAL IN NATURE. 
Section 4(k)(4) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(k)(4)) is amended— 
(1) in subparagraph (A), by striking ‘‘or securi-
ties’’ and inserting ‘‘, securities, or digital commod-
ities’’; and 
(2) in subparagraph (E), by inserting ‘‘or dig-
ital commodities’’ before the period at the end. 
SEC. 312. EFFECTIVE DATE; ADMINISTRATION. 
Except as otherwise provided under this title, this 
title and the amendments made by this title shall take ef-
fect 360 days after the date of enactment of this Act, ex-
cept that, to the extent a provision of this title requires 
a rulemaking, the provision shall take effect on the later 
of— 
(1) 360 days after the date of enactment of this 
Act; or 
(2) 60 days after the publication in the Federal 
Register of the final rule implementing the provision. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00122
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
123 
SEC. 313. STUDIES ON FOREIGN ADVERSARY PARTICIPA-
TION. 
(a) IN GENERAL.—The Secretary of the Treasury, in 
consultation with the Commodity Futures Trading Com-
mission and the Securities and Exchange Commission, 
shall, not later than 1 year after date of the enactment 
of this section, conduct a study and submit a report to 
the relevant congressional committees that— 
(1) identifies any digital commodity registrants 
which are owned by governments of foreign adver-
saries; 
(2) determines whether any governments of for-
eign adversaries are collecting personal data or trad-
ing data about United States persons in the digital 
commodity markets; and 
(3) evaluates whether any proprietary intellec-
tual property of digital commodity registrants is 
being misused or stolen by any governments of for-
eign adversaries. 
(b) GAO STUDY AND REPORT.— 
(1) IN
GENERAL.—The Comptroller General 
shall, not later than 1 year after date of the enact-
ment of this section, conduct a study and submit a 
report to the relevant congressional committees 
that— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00123
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
124 
(A) identifies any digital commodity reg-
istrants which are owned by governments of 
foreign adversaries; 
(B) determines whether any governments 
of foreign adversaries are collecting personal 
data or trading data about United States per-
sons in the digital commodity markets; and 
(C) evaluates whether any proprietary in-
tellectual property of digital commodity reg-
istrants is being misused or stolen by any gov-
ernments of foreign adversaries. 
(c) DEFINITIONS.—In this section: 
(1) DIGITAL
COMMODITY
REGISTRANT.—The 
term ‘‘digital commodity registrant’’ means any per-
son required to register as a digital commodity ex-
change, digital commodity broker, or digital com-
modity dealer under the Commodity Exchange Act. 
(2) FOREIGN
ADVERSARIES.—The term ‘‘for-
eign adversaries’’ means the foreign governments 
and foreign non-government persons determined by 
the Secretary of Commerce to be foreign adversaries 
under section 7.4(a) of title 15, Code of Federal 
Regulations. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00124
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
125 
(3) 
RELEVANT
CONGRESSIONAL
COMMIT-
TEES.—The term ‘‘relevant congressional commit-
tees’’ means— 
(A) the Committees on Financial Services 
and Agriculture of the House of Representa-
tives; and 
(B) the Committees on Banking, Housing, 
and Urban Affairs and Agriculture, Nutrition, 
and Forestry of the Senate. 
TITLE IV—REGISTRATION FOR 
DIGITAL COMMODITY INTER-
MEDIARIES 
AT 
THE 
COM-
MODITY FUTURES TRADING 
COMMISSION 
SEC. 401. COMMISSION JURISDICTION OVER DIGITAL COM-
MODITY TRANSACTIONS. 
(a) SAVINGS CLAUSE.—Section 2(a)(1) of the Com-
modity Exchange Act (7 U.S.C. 2(a)(1)) is amended by 
adding at the end the following: 
‘‘(J) Except as expressly provided in this 
Act, nothing in the CLARITY Act of 2025 shall 
affect or apply to, or be interpreted to affect or 
apply to— 
‘‘(i) any agreement, contract, or 
transaction that is subject to this Act as— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00125
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
126 
‘‘(I) a contract of sale of a com-
modity for future delivery or an op-
tion on such a contract; 
‘‘(II) a swap; 
‘‘(III) a security futures product; 
‘‘(IV) an option authorized under 
section 4c of this Act; 
‘‘(V) an agreement, contract, or 
transaction described in subparagraph 
(C)(i) or (D)(i) of subsection (c)(2) of 
this section; or 
‘‘(VI) a leverage transaction au-
thorized under section 19; or 
‘‘(ii) the activities of any person with 
respect to any such an agreement, con-
tract, or transaction.’’. 
(b) LIMITATION ON AUTHORITY OVER PERMITTED 
PAYMENT STABLECOINS.—Section 2(c)(1) of the Com-
modity Exchange Act (7 U.S.C. 2(c)(1)) is amended— 
(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) permitted payment stablecoins.’’. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00126
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
127 
(c) COMMISSION JURISDICTION OVER FINANCING 
AGREEMENTS.—Section 2(c)(2) of the Commodity Ex-
change Act (7 U.S.C. 2(c)(2)) is amended— 
(1) in subparagraph (D), by redesignating 
clause (iv) as clause (v) and inserting after clause 
(iii) the following: 
‘‘(iv) Notwithstanding clause (iii), a 
digital commodity broker may, subject to 
the requirements of section 4u(c)(3), offer 
to or enter into an agreement for margin 
financing with a customer for the purchase 
or sale of a digital commodity.’’; and 
(2) by adding at the end the following: 
‘‘(F) COMMISSION JURISDICTION WITH RESPECT TO 
DIGITAL COMMODITY TRANSACTIONS.— 
‘‘(i) IN GENERAL.—Subject to sections 6d and 
12(e), the Commission shall have exclusive jurisdic-
tion with respect to any account, agreement, con-
tract, or transaction involving a contract of sale of 
a digital commodity in interstate commerce, includ-
ing in a digital commodity cash or spot market, that 
is offered, solicited, traded, facilitated, executed, 
cleared, reported, or otherwise dealt in— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00127
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
128 
‘‘(I) on or subject to the rules of a reg-
istered entity or an entity that is required to be 
registered as a registered entity; or 
‘‘(II) by any other entity registered, or re-
quired to be registered, with the Commission. 
‘‘(ii) LIMITATIONS.—Clause (i) shall not apply 
with respect to— 
‘‘(I) custodial or depository activities for a 
digital commodity of an entity regulated by an 
appropriate Federal banking agency or a State 
bank supervisor (within the meaning of section 
3 of the Federal Deposit Insurance Act); or 
‘‘(II) an offer or sale of an investment con-
tract involving a digital commodity or of a secu-
rities offer or sale involving a digital com-
modity. 
‘‘(iii) MIXED DIGITAL ASSET TRANSACTIONS.— 
‘‘(I) IN
GENERAL.—Clause (i) shall not 
apply to a mixed digital asset transaction. 
‘‘(II) REPORTS ON MIXED DIGITAL ASSET 
TRANSACTIONS.—A digital commodity issuer, 
digital commodity related person, digital com-
modity affiliated person, or other person reg-
istered with the Securities and Exchange Com-
mission that engages in a mixed digital asset 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00128
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
129 
transaction, shall, on request of the Commis-
sion, open to inspection and examination by the 
Commission all books and records relating to 
the mixed digital asset transaction, subject to 
the confidentiality and disclosure requirements 
of section 8. 
‘‘(G) AGREEMENTS, CONTRACTS, 
AND
TRANS-
ACTIONS IN STABLECOINS.— 
‘‘(i) TREATMENT
OF
PERMITTED
PAYMENT 
STABLECOINS
ON
COMMISSION-REGISTERED
ENTI-
TIES.—Subject to clauses (ii) and (iii), the Commis-
sion shall have jurisdiction over a cash or spot 
agreement, contract, or transaction in a permitted 
payment stablecoin that is offered, offered to enter 
into, entered into, executed, confirmed the execution 
of, solicited, or accepted— 
‘‘(I) on or subject to the rules of a reg-
istered entity; or 
‘‘(II) by any other entity registered with 
the Commission. 
‘‘(ii) 
PERMITTED
PAYMENT
STABLECOIN 
TRANSACTION
RULES.—This Act shall apply to a 
transaction described in clause (i) only for the pur-
pose of regulating the offer, execution, solicitation, 
or acceptance of a cash or spot permitted payment 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00129
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
130 
stablecoin transaction on a registered entity or by 
any other entity registered with the Commission, as 
if the permitted payment stablecoin were a digital 
commodity. 
‘‘(iii) NO AUTHORITY OVER PERMITTED PAY-
MENT
STABLECOINS.—Notwithstanding clauses (i) 
and (ii), the Commission shall not make a rule or 
regulation, impose a requirement or obligation on a 
registered entity or other entity registered with the 
Commission, or impose a requirement or obligation 
on a permitted payment stablecoin issuer, regarding 
the operation of a permitted payment stablecoin 
issuer or a permitted payment stablecoin.’’. 
(d) CONFORMING AMENDMENT.—Section 2(a)(1)(A) 
of such Act (7 U.S.C. 2(a)(1)(A)) is amended in the 1st 
sentence by inserting ‘‘subparagraphs (F) and (G) of sub-
section (c)(2) of this section or’’ before ‘‘section 19’’. 
SEC. 402. REQUIRING FUTURES COMMISSION MERCHANTS 
TO 
USE 
QUALIFIED 
DIGITAL 
ASSET 
CUSTODIANS. 
Section 4d of the Commodity Exchange Act (7 U.S.C. 
6d) is amended— 
(1) in subsection (a)(2)— 
(A) in the 1st proviso, by striking ‘‘any 
bank or trust company’’ and inserting ‘‘any 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00130
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
131 
bank, trust company, or qualified digital asset 
custodian, as applicable,’’; and 
(B) by inserting ‘‘: Provided further, That 
any such property that is a digital asset shall 
be held in a qualified digital asset custodian’’ 
before the period at the end; and 
(2) in subsection (f)(3)(A)(i), by striking ‘‘any 
bank or trust company’’ and inserting ‘‘any bank, 
trust company, or qualified digital asset custodian’’. 
SEC. 403. TRADING CERTIFICATION AND APPROVAL FOR 
DIGITAL COMMODITIES. 
Section 5c of the Commodity Exchange Act (7 U.S.C. 
7a–2) is amended— 
(1) in subsection (a), by striking ‘‘5(d) and 
5b(c)(2)’’ and inserting ‘‘5(d), 5b(c)(2), and 5i(c)’’; 
(2) in subsection (b)— 
(A) in each of paragraphs (1) and (2), by 
inserting ‘‘digital commodity exchange,’’ before 
‘‘derivatives’’; and 
(B) in paragraph (3), by inserting ‘‘digital 
commodity exchange,’’ before ‘‘derivatives’’ each 
place it appears; 
(3) in subsection (c)— 
(A) in paragraph (2), by inserting ‘‘or par-
ticipants’’ before ‘‘(in’’; 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00131
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
132 
(B) in paragraph (4)(B), by striking 
‘‘1a(10)’’ and inserting ‘‘1a(9)’’; and 
(C) in paragraph (5), by adding at the end 
the following: 
‘‘(D) SPECIAL RULES FOR DIGITAL COM-
MODITY
CONTRACTS.—In certifying any new 
rule or rule amendment, or listing any new con-
tract or instrument, in connection with a con-
tract of sale of a commodity for future delivery, 
option, swap, or other agreement, contract, or 
transaction, that is based on or references a 
digital commodity, a registered entity shall 
make or rely on a certification under subsection 
(d) for the digital commodity.’’; and 
(4) by inserting after subsection (c) the fol-
lowing: 
‘‘(d) CERTIFICATIONS
FOR DIGITAL COMMODITY 
TRADING.— 
‘‘(1) IN GENERAL.—Notwithstanding subsection 
(c), for the purposes of listing or offering a digital 
commodity for trading in a digital commodity cash 
or spot market, an eligible entity shall submit a 
written certification to the Commission that the dig-
ital commodity meets the requirements of this Act 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00132
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
133 
(including the regulations prescribed under this 
Act). 
‘‘(2) CONTENTS OF THE CERTIFICATION.— 
‘‘(A) IN GENERAL.—In making a written 
certification under this paragraph, the eligible 
entity shall furnish to the Commission an anal-
ysis of how the digital commodity meets the re-
quirements of section 5i(c)(3). 
‘‘(B) 
RELIANCE
ON
PRIOR
DISCLO-
SURES.—In making a certification under this 
subsection, an eligible entity may rely on the 
records and disclosures of any relevant person 
registered with the Securities and Exchange 
Commission or other State or Federal agency. 
‘‘(3) MODIFICATIONS.— 
‘‘(A) IN GENERAL.—An eligible entity shall 
modify a certification made under paragraph 
(1) to— 
‘‘(i) account for significant changes in 
any information provided to the Commis-
sion under paragraph (2)(A)(ii); or 
‘‘(ii) permit or restrict trading in 
units of a digital commodity held by a dig-
ital commodity related person or a digital 
commodity affiliated person. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00133
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
134 
‘‘(B) 
RECERTIFICATION.—Modifications 
required by this subsection shall be subject to 
the same disapproval and review process as a 
new certification under paragraphs (4) and (5). 
‘‘(4) DISAPPROVAL.— 
‘‘(A) IN
GENERAL.—The written certifi-
cation described in paragraph (1) shall become 
effective unless the Commission finds that the 
listing of the digital commodity is inconsistent 
with the requirements of this Act or the rules 
and regulations prescribed under this Act. 
‘‘(B) ANALYSIS REQUIRED.—The Commis-
sion shall include, with any findings referred to 
in subparagraph (A), a detailed analysis of the 
factors on which the decision was based. 
‘‘(C) PUBLIC FINDINGS.—The Commission 
shall make public any disapproval decision, and 
any related findings and analysis, made under 
this paragraph. 
‘‘(5) REVIEW.— 
‘‘(A) IN GENERAL.—Unless the Commis-
sion makes a disapproval decision under para-
graph (4), the written certification described in 
paragraph (1) shall become effective, pursuant 
to the certification by the eligible entity and no-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00134
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
135 
tice of the certification to the public (in a man-
ner determined by the Commission) on the date 
that is— 
‘‘(i) 20 business days after the date 
the Commission receives the certification 
(or such shorter period as determined by 
the Commission by rule or regulation), in 
the case of a digital commodity that has 
not been certified under this section or for 
which a certification is being modified 
under paragraph (3); or 
‘‘(ii) 1 business day after the date the 
Commission receives the certification (or 
such shorter period as determined by the 
Commission by rule or regulation) for any 
digital commodity that has been certified 
under this section. 
‘‘(B) EXTENSIONS.—The time for consid-
eration under subparagraph (A) may be ex-
tended through notice to the eligible entity that 
there are novel or complex issues that require 
additional time to analyze, that the explanation 
by the submitting eligible entity is inadequate, 
or of a potential inconsistency with this Act— 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00135
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
136 
‘‘(i) once, for 30 business days, 
through written notice to the eligible entity 
by the Commission; and 
‘‘(ii) once, for an additional 30 busi-
ness days, through written notice to the el-
igible entity from the Commission that in-
cludes a description of any deficiencies 
with the certification, including any— 
‘‘(I) novel or complex issues 
which require additional time to ana-
lyze; 
‘‘(II) missing information or in-
adequate explanations; or 
‘‘(III) potential inconsistencies 
with this Act. 
‘‘(6) PRIOR
APPROVAL
BEFORE
REGISTRA-
TION.— 
‘‘(A) IN GENERAL.—A person applying for 
registration with the Commission for the pur-
poses of listing or offering a digital commodity 
for trading in a digital commodity cash or spot 
market may request that the Commission grant 
prior approval for the person to list or offer the 
digital commodity on being registered with the 
Commission. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00136
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
137 
‘‘(B) REQUEST FOR PRIOR APPROVAL.—A 
person seeking prior approval under subpara-
graph (A) shall furnish the Commission with a 
written certification that the digital commodity 
meets the requirements of this Act (including 
the regulations prescribed under this Act) and 
the information described in paragraph (2). 
‘‘(C) DEADLINE.—The Commission shall 
take final action on a request for prior approval 
not later than 90 business days after submis-
sion of the request, unless the person submit-
ting the request agrees to an extension of the 
time limitation established under this subpara-
graph. 
‘‘(D) DISAPPROVAL.— 
‘‘(i) IN GENERAL.—The Commission 
shall approve the listing of the digital com-
modity unless the Commission finds that 
the listing is inconsistent with this Act (in-
cluding any regulation prescribed under 
this Act). 
‘‘(ii) 
ANALYSIS
REQUIRED.—The 
Commission shall include, with any find-
ings made under clause (i), a detailed anal-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00137
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
138 
ysis of the factors on which the decision is 
based. 
‘‘(iii) PUBLIC FINDINGS.—The Com-
mission shall make public any disapproval 
decision, and any related findings and 
analysis, made under this paragraph. 
‘‘(7) ELIGIBLE ENTITY DEFINED.—In this sub-
section, the term ‘eligible entity’ means a registered 
entity or group of registered entities acting jointly.’’. 
SEC. 404. REGISTRATION OF DIGITAL COMMODITY EX-
CHANGES. 
The Commodity Exchange Act (7 U.S.C. 1 et seq.) 
is amended by inserting after section 5h the following: 
‘‘SEC. 5i. REGISTRATION OF DIGITAL COMMODITY EX-
CHANGES. 
‘‘(a) IN GENERAL.— 
‘‘(1) REGISTRATION.— 
‘‘(A) IN GENERAL.—A trading facility that 
offers or seeks to offer a cash or spot market 
in at least 1 digital commodity shall register 
with the Commission as a digital commodity ex-
change. 
‘‘(B) APPLICATION.—A person desiring to 
register as a digital commodity exchange shall 
submit to the Commission an application in 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00138
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
139 
such form and containing such information as 
the Commission may require for the purpose of 
making the determinations required for ap-
proval. 
‘‘(C) EXEMPTIONS.—A trading facility 
that offers or seeks to offer a cash or spot mar-
ket in at least 1 digital commodity shall not be 
required to register under this section if the 
trading facility— 
‘‘(i) permits no more than a de mini-
mis amount of trading activity, as the 
Commission may determine by rule or reg-
ulation, in a digital commodity; or 
‘‘(ii) serves only customers in a single 
State, territory, or possession of the 
United States. 
‘‘(2) ADDITIONAL REGISTRATIONS.— 
‘‘(A) WITH THE COMMISSION.—In order to 
foster the development of fair and orderly mar-
kets, protect customers, and promote respon-
sible innovation, the Commission— 
‘‘(i) shall prescribe rules to exempt an 
entity registered with the Commission 
under more than 1 section of this Act from 
duplicative, conflicting, or unduly burden-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00139
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
140 
some provisions of this Act and the rules 
under this Act; 
‘‘(ii) shall prescribe rules to address 
conflicts of interests and activities of the 
entity; and 
‘‘(iii) may, after an analysis of the 
risks and benefits, prescribe rules to pro-
vide for portfolio margining. 
‘‘(B) WITH A REGISTERED FUTURES ASSO-
CIATION.— 
‘‘(i) IN GENERAL.—A registered dig-
ital commodity exchange shall also be a 
member of a registered futures association 
and comply with rules related to such ac-
tivity, if the registered digital commodity 
exchange accepts customer funds required 
to be segregated under subsection (d). 
‘‘(ii) RULEMAKING
REQUIRED.—The 
Commission shall require any registered 
futures association with a digital com-
modity exchange as a member to provide 
such rules as may be necessary to further 
compliance with subsection (d), protect 
customers, and promote the public interest. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00140
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
141 
‘‘(C) REGISTRATION REQUIRED.—A person 
required to be registered as a digital commodity 
exchange under this section shall register with 
the Commission as such regardless of whether 
the person is registered with another State or 
Federal regulator. 
‘‘(b) TRADING.— 
‘‘(1) PROHIBITION ON CERTAIN TRADING PRAC-
TICES.— 
‘‘(A) Section 4b shall apply to any agree-
ment, contract, or transaction in a digital com-
modity as if the agreement, contract, or trans-
action were a contract of sale of a commodity 
for future delivery. 
‘‘(B) Section 4c shall apply to any agree-
ment, contract, or transaction in a digital com-
modity as if the agreement, contract, or trans-
action were a transaction involving the purchase 
or sale of a commodity for future delivery. 
‘‘(C) Section 4b–1 shall apply to any 
agreement, contract, or transaction in a digital 
commodity as if the agreement, contract, or 
transaction were a contract of sale of a com-
modity for future delivery. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00141
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
142 
‘‘(2) 
PROHIBITION
ON
ACTING
AS
A 
COUNTERPARTY.— 
‘‘(A) IN GENERAL.—A digital commodity 
exchange or any affiliate of such an exchange 
shall not trade on or subject to the rules of the 
digital commodity exchange for its own account. 
‘‘(B) 
EXCEPTIONS.—The 
Commission 
shall, by rule, permit a digital commodity ex-
change or any affiliate of a digital commodity 
exchange to engage in trading on the exchange 
so long as the trading is not solely for the pur-
pose of the profit of the exchange, including the 
following: 
‘‘(i) CUSTOMER DIRECTION.—A trans-
action for, or entered into at the direction 
of, or for the benefit of, an unaffiliated 
customer. 
‘‘(ii) RISK
MANAGEMENT.—A trans-
action to manage the credit, market, and 
liquidity risks associated with the digital 
commodity business of the exchange. 
‘‘(iii) 
OPERATIONAL
NEEDS.—A 
transaction related to the operational 
needs of the business of the digital com-
modity exchange or its affiliate. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00142
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
143 
‘‘(iv) FUNCTIONAL
USE.—A trans-
action related to the functional operation 
of a blockchain system. 
‘‘(C) NOTICE REQUIREMENT.—In order for 
a digital commodity exchange or any affiliate of 
a digital commodity exchange to engage in trad-
ing on the affiliated exchange pursuant to sub-
section (B), notice must be given to the Com-
mission that shall enumerate how any proposed 
activity is consistent with the exceptions in sub-
section (B) and the purposes of this Act. 
‘‘(c) CORE PRINCIPLES FOR DIGITAL COMMODITY 
EXCHANGES.— 
‘‘(1) COMPLIANCE WITH CORE PRINCIPLES.— 
‘‘(A) IN GENERAL.—To be registered, and 
maintain registration, as a digital commodity 
exchange, a digital commodity exchange shall 
comply with— 
‘‘(i) the core principles described in 
this subsection; and 
‘‘(ii) any requirement that the Com-
mission may impose by rule or regulation 
pursuant to section 8a(5). 
‘‘(B) REASONABLE DISCRETION OF A DIG-
ITAL
COMMODITY
EXCHANGE.—Unless other-
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00143
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
144 
wise determined by the Commission by rule or 
regulation, a digital commodity exchange de-
scribed in subparagraph (A) shall have reason-
able discretion in establishing the manner in 
which the digital commodity exchange complies 
with the core principles described in this sub-
section. 
‘‘(2) COMPLIANCE
WITH
RULES.—A digital 
commodity exchange shall— 
‘‘(A) establish and enforce compliance with 
any rule of the digital commodity exchange, in-
cluding— 
‘‘(i) the terms and conditions of the 
trades traded or processed on or through 
the digital commodity exchange; and 
‘‘(ii) any limitation on access to the 
digital commodity exchange; 
‘‘(B) establish and enforce trading, trade 
processing, and participation rules that will 
deter abuses and have the capacity to detect, 
investigate, and enforce those rules, including 
means— 
‘‘(i) to provide market participants 
with impartial access to the market; and 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00144
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
145 
‘‘(ii) to capture information that may 
be used in establishing whether rule viola-
tions have occurred; and 
‘‘(C) establish rules governing the oper-
ation of the exchange, including rules specifying 
trading procedures to be used in entering and 
executing orders traded or posted on the facil-
ity. 
‘‘(3) LISTING STANDARDS FOR DIGITAL COM-
MODITIES.— 
‘‘(A) IN GENERAL.—A digital commodity 
exchange shall not permit trading in a digital 
commodity unless— 
‘‘(i) reports with respect to the digital 
commodity 
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, where required by the Securities 
and Exchange Commission) have been filed 
with the Securities and Exchange Commis-
sion; or 
‘‘(ii) the blockchain system to which 
the digital commodity relates, together 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00145
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
146 
with the digital commodity, is certified as 
a mature blockchain system under section 
42 of the Securities Exchange Act of 1934. 
‘‘(B) 
PUBLIC
INFORMATION
REQUIRE-
MENTS.— 
‘‘(i) IN
GENERAL.—A digital com-
modity exchange shall permit trading only 
in a digital commodity if the information 
required in clause (ii) is correct, current, 
and available to the public. 
‘‘(ii) REQUIRED INFORMATION.—With 
respect to a digital commodity and each 
blockchain system to which the digital 
commodity relates for which the digital 
commodity exchange will make the digital 
commodity available to the customers of 
the digital commodity exchange, the infor-
mation required in this clause is as follows: 
‘‘(I) SOURCE CODE.—The source 
code for any blockchain system to 
which the digital commodity relates. 
‘‘(II) TRANSACTION HISTORY.—A 
description of the steps necessary to 
independently access, search, and 
verify the transaction history of any 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00146
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
147 
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 the blockchain 
system. 
‘‘(III) DIGITAL COMMODITY ECO-
NOMICS.—A narrative description of 
the purpose of any blockchain system 
to which the digital commodity relates 
and the operation of any such 
blockchain system, including— 
‘‘(aa) information explaining 
the launch and supply process, 
including the number of digital 
assets to be issued in an initial 
allocation, the total number of 
digital commodities to be created, 
the release schedule for the dig-
ital commodities, and the total 
number of digital commodities 
then outstanding; 
‘‘(bb) information detailing 
any applicable consensus mecha-
nism or process for validating 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00147
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
148 
transactions, method of gener-
ating or mining digital commod-
ities, and any process for burning 
or destroying digital commodities 
on the blockchain system; 
‘‘(cc) an explanation of gov-
ernance mechanisms for imple-
menting 
changes 
to 
the 
blockchain system or forming 
consensus among holders of the 
digital commodities; and 
‘‘(dd) sufficient information 
for a third party to create a tool 
for verifying the transaction his-
tory of the digital asset. 
‘‘(IV) TRADING
VOLUME
AND 
VOLATILITY.—The 
trading 
volume 
and volatility of the digital commodity 
on the exchange. 
‘‘(V) 
ADDITIONAL
INFORMA-
TION.—Such additional information 
as the Commission may determine by 
rule to be necessary for a customer to 
understand the financial and oper-
ational risks of a digital commodity, 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00148
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS
161 
with such terms and conditions as the 
Commission may prescribe by rule, regula-
tion, or order, any money, assets, or prop-
erty of the customers of a digital com-
modity exchange described in subpara-
graph (A) may be commingled and depos-
ited in customer accounts with any other 
money, assets, or property received by the 
digital commodity exchange and required 
by the Commission to be separately ac-
counted for and treated and dealt with as 
belonging to the customer of the digital 
commodity exchange. 
‘‘(2) PERMITTED
INVESTMENTS.—Money de-
scribed in subparagraph (A) may be invested in obli-
gations of the United States, in general obligations 
of any State or of any political subdivision of a 
State, and in obligations fully guaranteed as to prin-
cipal and interest by the United States, or in any 
other investment that the Commission may by rule 
or regulation prescribe, and such investments shall 
be made in accordance with such rules and regula-
tions and subject to such conditions as the Commis-
sion may prescribe. 
VerDate Sep 11 2014 
22:49 Jun 02, 2025
Jkt 059200
PO 00000
Frm 00161
Fmt 6652
Sfmt 6201
E:\BILLS\H3633.IH
H3633
ddrumheller on DSK120RN23PROD with BILLS