341 
‘‘(1) Where a digital commodity affili-
ated person or a digital commodity re-
lated person offers or sells a digital com-
modity acquired directly from its issuer, 
or an agent or underwriter thereof, pur-
suant to an investment contract in reli-
ance on section 4(a)(8), or another exemp-
tion under this Act, other than as pro-
vided in this section, such digital com-
modity affiliated person or digital com-
modity related person shall be consid-
ered an issuer of such investment con-
tract. 
‘‘(2) For the purposes of this section, 
the Commission shall have jurisdiction 
and enforcement authority with respect 
to an offer or sale of a digital commodity 
described in subsection (a). 
‘‘(c) RESTRICTIONS ON DIGITAL COMMODITY 
RELATED PERSONS AND DIGITAL COMMODITY AF-
FILIATED PERSONS.— 
‘‘(1) 
PRIOR
TO
BEING
A
MATURE 
BLOCKCHAIN
SYSTEM.—Prior 
to 
the 
blockchain system to which a digital com-
modity relates being certified as a ma-
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ture blockchain system under section 42 
of the Securities Exchange Act of 1934, 
units of the digital commodity acquired 
by a digital commodity related person or 
digital commodity affiliated person di-
rectly from its issuer (or an agent or un-
derwriter thereof) pursuant to an invest-
ment contract in reliance on section 
4(a)(8), or another exemption under this 
Act, may be offered or sold by such dig-
ital commodity 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 re-
spect to a digital commodity not 
issued in reliance on section 4(a)(8), a 
comparable set of reports where re-
quired by the Commission) have been 
filed with the Commission; 
‘‘(B) the digital commodity related 
person or digital commodity affiliated 
person has held the units for not less 
than 12 months; and 
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‘‘(C) the aggregate amount of the 
units of the digital commodity offered 
or sold by the digital commodity re-
lated person or digital commodity af-
filiated person is— 
‘‘(i) in any 12-month period, or 
shorter period as the Commission 
may prescribe, not less than 5 
percent or greater than 20 per-
cent of the total units of the dig-
ital commodity acquired directly 
from its issuer (or an agent or un-
derwriter thereof) by the digital 
commodity related person or dig-
ital commodity affiliated person, 
as determined by the Commission 
pursuant to paragraph (3); and 
‘‘(ii) an amount, as deter-
mined by the Commission pursu-
ant to paragraph (3), not less than 
30 percent or greater than 50 per-
cent of the total units of the dig-
ital commodity acquired directly 
from its issuer (or an agent or un-
derwriter thereof) by the digital 
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commodity related person or dig-
ital commodity affiliated person. 
‘‘(2) 
AFTER
BECOMING
A
MATURE 
BLOCKCHAIN
SYSTEM.—After 
the 
blockchain system to which a digital com-
modity relates is certified as a mature 
blockchain system under section 42 of the 
Securities Exchange Act of 1934, units of 
the digital commodity acquired by a dig-
ital commodity related person or digital 
commodity affiliated person directly from 
its issuer (or an agent or underwriter 
thereof) pursuant to an investment con-
tract in reliance on section 4(a)(8) or an-
other exemption under this Act, may be— 
‘‘(A) offered or sold by a digital 
commodity related person; or 
‘‘(B) offered or sold by a digital 
commodity affiliated person if— 
‘‘(i) information described in 
section 
4B(b)(5)(C), 
where 
re-
quired (or, with respect to a dig-
ital commodity not issued in reli-
ance on section 4(a)(8), a com-
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parable set of information, where 
required) is publicly available; 
‘‘(ii) the digital commodity af-
filiated person has held the units 
for not less than the earlier of— 
‘‘(I) 12 months; or 
‘‘(II) 3 months following 
the 
date 
on 
which 
the 
blockchain system is certified 
as a mature blockchain sys-
tem under section 42 of the 
Securities Exchange Act of 
1934; and 
‘‘(iii) the aggregate amount of 
the units of the digital commodity 
offered or sold by the digital com-
modity affiliated person in any 
12-month period is an amount, as 
determined by the Commission 
pursuant to paragraph (3), not 
less than 5 percent or greater 
than 10 percent of the total out-
standing amount of the digital 
commodity. 
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‘‘(3) 
RULEMAKINGS
REQUIRED.—Not 
later than 270 days after the date of the 
enactment of this section, consistent with 
protecting investors, fostering the devel-
opment of mature blockchain systems, fa-
cilitating capital formation, and main-
taining fair and orderly markets the 
Commission, by rule, after notice and 
comment— 
‘‘(A) 
shall 
set 
the 
percentage 
amounts 
described 
in 
paragraphs 
(1)(C)(i), (1)(C)(ii), and (2)(B)(iii); and 
‘‘(B) may provide an exemption 
from the limitation described in para-
graph (1)(C)(ii), if the Commission re-
quires any offer or sale pursuant to 
such exemption of a digital com-
modity related to a blockchain system 
that has failed to become a mature 
blockchain system under this Act or 
any rule promulgated hereunder to 
be accompanied by the disclosures re-
quired under, as applicable, section 
4B(e)(1)(A) 
or 
section 
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202(c)(2)(B)(iii)(II) of the CLARITY 
Act of 2025. 
‘‘(d) USE OF A DIGITAL COMMODITY IN THE 
PROGRAMMATIC
FUNCTIONING
OF
THE 
BLOCKCHAIN SYSTEM.—For purposes of this 
section, the use of a digital 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; 
REPORTING.— 
‘‘(1) IN GENERAL.—It shall be unlawful 
for any digital commodity issuer, digital 
commodity related person, or digital com-
modity affiliated person, directly or indi-
rectly, by the use of any means or instru-
mentality 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 decep-
tive device or contrivance in contraven-
tion of such rules and regulations as the 
Commission may prescribe as necessary 
or appropriate in the public interest or 
for the protection of investors. 
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351 
taining fair and orderly markets, may, by 
rule, exempt unconditionally or on stated 
terms or conditions, a digital commodity re-
lated person or a digital commodity affiliated 
person, or any class thereof, from the require-
ments of this section for the offer or sale of 
a digital commodity.’’. 
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 add-
ing at the end the following: 
‘‘SEC. 42. MATURE BLOCKCHAIN SYSTEMS. 
‘‘(a) CERTIFICATION
OF BLOCKCHAIN SYS-
TEMS.— 
‘‘(1) CERTIFICATION.—For purposes of 
sections 4(a)(8), 4B, and 4C of the Securi-
ties Act of 1933, any digital commodity 
issuer, digital commodity related person, 
digital commodity affiliated person, or 
decentralized governance system of the 
blockchain system may certify to the Se-
curities and Exchange Commission that 
the blockchain system to which a digital 
commodity relates is a mature blockchain 
system. 
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352 
‘‘(2) FILING REQUIREMENTS.—A certifi-
cation described under paragraph (1) 
shall be filed with the Commission, and 
include such information that is reason-
ably necessary to establish that the 
blockchain system is not controlled by 
any person or group of persons under 
common control, which may include in-
formation regarding— 
‘‘(A) 
the 
operation 
of 
the 
blockchain system; 
‘‘(B) the functionality of the re-
lated digital commodity; 
‘‘(C) how the market value of the 
digital commodity is substantially de-
rived from the programmatic func-
tioning of such blockchain system; 
‘‘(D) any decentralized govern-
ance 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 
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353 
development or operation of such 
blockchain system or the decentral-
ized 
governance 
system 
of 
such 
blockchain system. 
‘‘(3) REBUTTABLE
PRESUMPTION.—The 
Commission may rebut a certification de-
scribed under paragraph (1) with respect 
to a blockchain system if the Commis-
sion, within 60 days of receiving such cer-
tification, determines that the blockchain 
system is not a mature blockchain sys-
tem. 
‘‘(4) CERTIFICATION REVIEW.— 
‘‘(A) IN GENERAL.—Any blockchain 
system that relates to a digital com-
modity for which a certification has 
been made under paragraph (1) shall 
be considered a mature blockchain 
system 60 days after the date on 
which the Commission receives a cer-
tification under paragraph (1), unless 
the Commission notifies the person 
who made the certification within 
such time that the Commission is 
staying the certification due to— 
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‘‘(i) an inadequate explanation 
by the person making the certifi-
cation; or 
‘‘(ii) any novel or complex 
issues which require additional 
time to consider. 
‘‘(B) PUBLIC NOTICE.—The Commis-
sion shall make the following avail-
able to the public and provide a copy 
to the Commodity Futures Trading 
Commission: 
‘‘(i) 
Each 
certification 
re-
ceived under paragraph (1). 
‘‘(ii) Each stay of the Commis-
sion under this subsection, and 
the reasons therefor. 
‘‘(iii) Any response from a per-
son making a certification under 
paragraph (1) to a stay of the cer-
tification by the Commission. 
‘‘(C) 
CONSOLIDATION.—The 
Com-
mission may consolidate and treat as 
one 
submission 
multiple 
certifi-
cations made under paragraph (1) for 
the same blockchain system which re-
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355 
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 para-
graph (4)(A) shall stay the certifi-
cation once for up to an additional 
120 days from the date of the notifica-
tion. 
‘‘(B) PUBLIC COMMENT PERIOD.—Be-
fore the end of the 60-day period de-
scribed under paragraph (4)(A), the 
Commission may begin a public com-
ment period of at least 30 days in con-
junction with a stay under this sub-
section. 
‘‘(6) DISPOSITION OF CERTIFICATION.—A 
certification made under paragraph (1) 
shall— 
‘‘(A) become effective— 
‘‘(i) upon the publication of a 
notification from the Commission 
to the person who made the cer-
tification that the Commission 
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356 
does not object to the certifi-
cation; or 
‘‘(ii) at the expiration of the 
certification review period; and 
‘‘(B) not become effective upon 
the publication of a notification from 
the Commission to the person who 
made the certification that the Com-
mission 
has 
rebutted 
the 
certifi-
cation. 
‘‘(7) RECERTIFICATION.—With respect 
to a blockchain system for which a cer-
tification has been rebutted under this 
subsection, no person may make a certifi-
cation under paragraph (1) with respect 
to such blockchain system during the 90- 
day period beginning on the date of such 
rebuttal. 
‘‘(8) APPEAL OF REBUTTAL.— 
‘‘(A) IN
GENERAL.—If a certifi-
cation is rebutted 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 
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357 
days after the notice of rebuttal is 
made. 
‘‘(B) REVIEW.—In an appeal under 
subparagraph (A), the court shall 
have de novo review of the deter-
mination to rebut the certification. 
‘‘(b) MATURITY CRITERIA.— 
‘‘(1) SENSE
OF
CONGRESS.—It is the 
sense of the Congress that protecting in-
vestors, maintaining fair, orderly, and ef-
ficient markets, and facilitating capital 
formation necessitates establishing clear 
criteria for blockchain systems to be 
deemed mature, as well as enabling the 
Commission to develop, without preju-
dice to any such criteria codified in stat-
ute, 
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 mar-
kets and technology. 
‘‘(2) IN
GENERAL.—The Commission 
may issue rules identifying conditions by 
which a blockchain system, together with 
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its related digital commodity, shall be 
considered a mature blockchain system, 
consistent with the protection of inves-
tors, maintenance of fair, orderly, and ef-
ficient markets, and the facilitation of 
capital formation. 
‘‘(3) RULES OF CONSTRUCTION.— 
‘‘(A) Nothing in this subsection 
may be construed to permit the Com-
mission to impose additional criteria 
to the criteria in subsection (c) for 
certifying that a blockchain system is 
a mature blockchain system pursuant 
to subsection (c). 
‘‘(B) Nothing in this subsection or 
subsection (c) may be construed to 
limit the Commission’s ability to iden-
tify alternative conditions and cri-
teria 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 sub-
section (a), a digital commodity issuer, 
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digital commodity related person, digital 
commodity affiliated person, or decen-
tralized 
governance 
system 
of 
the 
blockchain system may establish that a 
blockchain system, together with its re-
lated digital commodity, is not controlled 
by any person or group of persons under 
common control, if the blockchain sys-
tem, 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.— 
‘‘(i) MARKET
VALUE.—The dig-
ital commodity has a value that is 
substantially derived from the 
use 
and 
functioning 
of 
the 
blockchain system. 
‘‘(ii) DEVELOPMENT
OF
VALUE 
MECHANISM
SUBSTANTIALLY
COM-
PLETED.—Where the digital com-
modity issuer has made public a 
development plan describing how 
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360 
the digital commodity’s value is 
reasonably expected to be derived 
from 
the 
programmatic 
func-
tioning of the blockchain system, 
the development of such mecha-
nisms has been substantially com-
pleted. 
‘‘(B) 
FUNCTIONAL
SYSTEM.—The 
blockchain system allows network 
participants to engage in the activi-
ties the blockchain system is in-
tended to provide, including— 
‘‘(i) using, transmitting, or 
storing value, or otherwise exe-
cuting 
transactions, 
on 
the 
blockchain system; 
‘‘(ii) deploying, executing, or 
accessing software or services, or 
otherwise 
offering 
or 
partici-
pating in services, deployed on or 
integrated with the blockchain 
system; 
‘‘(iii) participating in the con-
sensus 
mechanism, 
transaction 
validation process, or decentral-
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361 
ized governance system of the 
blockchain system; or 
‘‘(iv) 
operating 
any 
client, 
node, validator, or other form of 
computational 
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 pro-
hibit based on the exercise of uni-
lateral 
authority 
any 
person, 
other than a digital commodity 
issuer, digital commodity related 
person, or digital commodity af-
filiated person from engaging in 
the activities the blockchain sys-
tem is intended to provide, in-
cluding the activities described in 
subparagraph (B). 
‘‘(D) PROGRAMMATIC
SYSTEM.—The 
blockchain system operates, executes, 
and enforces its operations and trans-
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362 
actions based solely on pre-estab-
lished, transparent rules encoded di-
rectly within the source code of the 
blockchain system. 
‘‘(E) SYSTEM GOVERNANCE.—No per-
son or group of persons under com-
mon control— 
‘‘(i) has the unilateral author-
ity, directly or indirectly, through 
any contract, arrangement, un-
derstanding, relationship, or oth-
erwise, to control or materially 
alter the functionality, operation, 
or rules of consensus or agree-
ment of the blockchain system or 
its related digital commodity; or 
‘‘(ii) has the unilateral author-
ity to direct the voting, in the ag-
gregate, 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 decentral-
ized governance system, or other-
wise, 
in 
a 
blockchain 
system 
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which can be altered by a voting 
system. 
‘‘(F) IMPARTIAL
SYSTEM.—No per-
son or group of persons under com-
mon control possesses a unique per-
mission or privilege to alter the 
functionality, operation, or rules of 
consensus 
or 
agreement 
of 
the 
blockchain system or its related dig-
ital commodity, unless such alter-
ation— 
‘‘(i) addresses errors, regular 
maintenance, 
or 
cybersecurity 
risks of the blockchain system 
that 
affect 
the 
programmatic 
functioning of the blockchain sys-
tem; and 
‘‘(ii) is adopted through the 
consensus or agreement of a de-
centralized governance system. 
‘‘(G) DISTRIBUTED OWNERSHIP.—No 
digital commodity issuer, digital com-
modity related person, or digital com-
modity affiliated person beneficially 
owns, in the aggregate, 20 percent or 
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