H.R. 3633
Digital Asset Market Clarity Act
Sponsor: J. French Hill
21 cosponsors
- Josh Gottheimer
- Bill Huizenga
- Daniel Meuser
- Earl L. "Buddy" Carter
- Kristen McDonald Rivet
- Mark B. Messmer
- Michael Lawler
- Nicholas J. Begich III
- Riley M. Moore
- Robert P. Bresnahan, Jr.
- Shri Thanedar
- Zachary Nunn
- Haley M. Stevens
- Angie Craig
- Bryan Steil
- Donald G. Davis
- Dusty Johnson
- Glenn Thompson
- Ritchie Torres
- Tom Emmer
- Warren Davidson
Official summary
Written by the Congressional Research Service.
Digital Asset Market Clarity Act of 2025 or the CLARITY Act of 2025
This bill establishes a regulatory framework for digital commodities, defined by the bill as digital assets that rely upon a blockchain for their value.
The Commodity Futures Trading Commission must generally regulate digital commodities transactions, including digital commodity exchanges, brokers, and dealers. To qualify for trade on an exchange (1) a digital commodity’s blockchain must be mature, or on a blockchain system that has achieved decentralized control as defined by the bill; or (2) the issuer of the digital commodity must file certain reports. The bill establishes requirements for trade monitoring, recordkeeping, and the commingling of customer assets.
The bill exempts digital commodities on mature blockchains (and digital commodities on blockchains expected to mature within certain timeframes) from Securities and Exchange Commission (SEC) registration requirements if annual sales fall under a certain amount and other requirements are met. The bill provides the SEC with jurisdiction over digital commodity activities and transactions engaged in by certain brokers and dealers on alternative trading systems and by national securities exchanges.
Digital commodity exchanges, brokers, and dealers are subject to the Bank Secrecy Act for anti-money laundering and related purposes.
The bill also sets forth requirements for alternative trading systems, previously issued digital commodities, and provisional registration until the bill is implemented.
For more information on this bill, see CRS Insight IN12583, Crypto Legislation: An Overview of H.R. 3633, the CLARITY Act.
Text of the bill
I Definitions; Rulemaking; Expedited Registration
II Offers and Sales of Digital Commodities
Where this section came from
-
May 29, 2025 · Introduced in House Referred to House Committee on Financial Services, May 29 Referred to House Committee on Agriculture, May 29
-
Jul 17, 2025 · Engrossed in House H.Amdt. 48: Pursuant to the provisions of H. Res. 580, in lieu of the amendments in the nature of a substitute recommended by the Committees on Agriculture and Financial Services now printed in the bill, an amendment in the nature of a substitute consisting of the text of Rules Committee Print 119-6, modified by the amendment printed in part B of House Report 119-199 is considered adopted. Official page › H.Res. 580: On Ordering the Previous Question — Passed, 211–210 · Roll Call 194 H.Res. 580: On Agreeing to the Resolution — Failed, 196–223 · Roll Call 195 H.Res. 580: On Motion to Reconsider — Passed, 215–211 · Roll Call 197 H.Res. 580: On Agreeing to the Resolution — Passed, 217–212 · Roll Call 198 On Passage — Passed, 294–134 · Roll Call 199
… 5 unchanged passages …
(i) the date that is four years after the first sale of the investment contract involving a unit of such digital commodity in reliance on the exemption provided under this paragraph, subject to any extensions as may be granted by the Commission ; or
(ii) the date that is four years after the effective date of this paragraph;
(B) the sum of all cash and other consideration to be received by the digital commodity issuer in reliance on the exemption provided under this paragraph, during the 12-month period preceding the date of such offering, including the amount received in such offering, is not more than $
75
50
,000,000 (as such amount is annually adjusted by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor);
… 6 unchanged passages …
(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 investment company by section 3(
b) or section 3(
c) of that Act (15 U.S.C. 80a–3(b) or 80a–3(c));
… 16 unchanged passages …
(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 , along with material results of any such audit .
… 12 unchanged passages …
(3) Ongoing disclosure requirements for maturing blockchain systems. Subject to paragraph (5), the issuer of a digital commodity related to a blockchain system that is not yet certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934 that has filed a statement under paragraph (1) to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) shall file the following with the Commission:
… 2 unchanged passages …
(ii) a description of the efforts of the issuer and digital commodity related persons in developing the blockchain system to which the digital commodity relates;
and
(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
; and (iv) financial statements, where applicable
.
… 8 unchanged passages …
(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
c
) of the CLARITY Act of 2025 in such efforts;
… 2 unchanged passages …
(D) Termination of and exemption from post-maturity reporting requirements. Not later than 270 days after the date of the enactment of this section, the Commission shall issue rules— (i) for terminating the disclosure requirements described in subparagraph (C) during the first fiscal year in which the digital commodity issuer does not engage in material ongoing efforts related to the mature blockchain system; and (ii) to, as is necessary or appropriate in the public interest or for the protection of investors, exempt a digital commodity issuer from the requirements described in subparagraph (C) where only a de minimis amount of market activity involving the digital commodity of such digital commodity issuer is taking place. (E) Rule of construction. Nothing in subparagraph (C) may be construed to make any digital commodity described in such subparagraph a security.
… 7 unchanged passages …
(i) Failure to mature.
The
A
material
detailed
reasons
explanation of the reason
that the blockchain system has not become a mature blockchain system within the time period described in section 4(a)(8)(A).
… 3 unchanged passages …
(2) Qualification required. The Commission may not permit any additional
raising
reliance on an exempt offering for the offer or sale
of
capital
an investment contract involving a unit of a digital commodity
by the issuer of
a
the
digital commodity related to a blockchain system described under subsection (a)(1) that has not become a mature blockchain system within the time period described in section 4(a)(8)(A) unless the Commission has qualified any offering statement related to such
additional
exempt
raising of capital
offering
.
… 4 unchanged passages …
(A) in
section
subparagraph
(B), by striking section 4(4) and inserting section 4(a)(4); (B) in
section
subparagraph
(C), by striking section 4(6) and inserting section 4(a)(6);
… 8 unchanged passages …
(c)
Prior
Use
issuers
of other exemptions
. (1)
Reporting
Rule
exception
of construction
.
With
Except
respect
as
to
provided
a
in
digital
this
commodity
subsection
,
nothing in this section or
the
digital
amendments
commodity
made
issuer
by
shall
this
not
section may
be
required
construed
to
as
file
prohibiting
the
reports
offer
otherwise
or
required
sale
under
of
section
an
4B(b)(3)
investment contract involving units
of
a digital commodity in reliance on an exemption from registration under
the Securities Act of 1933
, including as provided under section 3, 4
(
a),
or
, with
19
respect
of
to
the
a
Securities
digital
Act
commodity
of
not
1933,
issued
other
in
than
reliance
that
on
provided under
section 4(a)(8) of the Securities Act of 1933
,
.
a
(2)
comparable
Rulemakings.
set
(A)
of
The
reports specified by the
Securities and Exchange Commission
), if
may issue rules— (i) to permit
the
issuer of a
digital commodity
issuer—
related to a blockchain system described under section 4B
(
A
b)(1
)
last
of
offered
the
or
Securities
sold
Act
an
of
investment
1933
contract
that
involving
has not become
a
unit
mature
of
blockchain system within
the
digital
time
commodity
period
prior
described
to
in
January
section
1,
4(a)(8)(A)
2020;
of such Act,
or
the issuer of a digital commodity described in subparagraph
(B
)
)(iii),
both—
to
(i)
utilize
last
an
offered
exempt offering to offer
or
sold
sell
an investment contract involving
a
the
unit
digital
of
commodity, if
the
digital
Commission
commodity
qualifies
between
any
January
offering
1,
statement
2020,
related
and
to
June
such
1,
exempt
2025
offering
; and (ii)
is
for
no
the
longer
offer
engaged
and
in
sale
material
of
ongoing
investment
efforts
contracts
related
involving
to
units
the
of
blockchain
a
system
digital
to
commodity
which
by issuers that are not organized under
the
digital
laws
commodity
of
relates.
a
(2)
State,
Reporting
a
application
territory
date
of
for
the
certain
United
prior
States,
issuers
or the District of Columbia
.
With
(B)
respect
Not
to
later
a
than
digital
270
commodity,
days
if
after
the
digital
date
commodity
of
issuer
the
is
enactment
engaged
of
in
this
material
section,
ongoing
the
efforts
Securities
related
and
to
Exchange Commission shall issue
the
blockchain
following
system
rules:
to
(i)
which
A
the
rule requiring a
digital commodity
relates
issuer
and
that
last offered
and
or
sold an investment contract involving
a
units
unit
of
the
a
digital commodity
between
in
January
reliance
1,
on
2020,
an
and
exemption
June
from
1
registration under the Securities Act of 1933
,
2025
including as provided under section 3
,
4(a), or 19 of
the
digital
Securities
commodity
Act
issuer
of
shall
1933,
file
prior
with
to
the
Commission
date of enactment of this Act, to file
a comparable set of
reports
disclosures
to
the
those
reports
described under
,
section 4B of the Securities Act of 1933
as
applicable
the Commission determines appropriate based on the exemption
,
section
the
4B(b)(3)
maturity
or
of
4B
the blockchain system to which such digital commodity relates, and any material ongoing efforts of such digital commodity issuer
(
b)(5)(C)
provided that for blockchains certified as a mature blockchain system under section 42
of the Securities
Exchange
Act of
1933
1934
,
where
such
required
disclosures
by
shall
the
be
Commission,
comparable to those under section 4B(b)(5)(C)),
not later than
the later of— (I)
one year after the effective date of this section
.
; or
(
d
II
)
Use
the date
of
other
any
exemptions.
secondary
(1)
market
Rule
sale
of
construction.
such
Nothing
digital
in
commodity
this
made
section
in
or
reliance
the
on
amendments
section
made
203.
by
(ii)
this
A
section
rule
may
requiring
be
a
construed
digital
as
commodity
prohibiting
issuer
the
that
offer
offers
or
sale
sells
of
an investment contract involving units of a digital commodity in reliance on an exemption
from registration under the Securities Act of 1933, including as
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)
on
Rulemaking.
or
The
after the date of enactment of this Act, to file a comparable set of disclosures to those described under section 4B of the
Securities
and
Act
Exchange
of 1933 as the
Commission
may
determines
issue
appropriate
rules—
based
(A)
on
to
the
permit
exemption,
the
maturity of the blockchain system to which such digital commodity relates, and any material ongoing efforts of such digital commodity
issuer
, prior to the date
of
a
any secondary market sale of such
digital commodity
related
made in reliance on section 203. (iii) With respect
to a
blockchain
digital
system
commodity
described
where the digital commodity issuer is required to file disclosures
under
section
clause
4B
(
b)(1
i
)
of
or (ii) and where
the
Securities
blockchain
Act
system
of
to
1933
which
that
the
has
digital commodity relates is
not
become
certified as
a mature blockchain system
within
pursuant to section 42 of
the
time
Securities
period
Exchange
described
Act
in
of
section
1934 after the
4
-year period beginning on the date that the first such disclosure is filed—
(
a)(8)(A
I
)
of
a
such
rule
Act
prohibiting
to
the
raise
offer
capital
or
pursuant
sale
to
of
an
exempt
investment
offering,
contract
if
involving units of
the
digital commodity unless the
Commission
qualifies
has qualified
any offering statement related to such
raising
offer
of
or
capital;
sale,
and
where
(B)
such
for the
offer
and
or
sale
of
is
investment
permitted
contracts
pursuant
involving
to
units
subparagraph
of
(A)(i); and (II)
a
rule requiring the
digital commodity
by
issuer
issuers
to
that
make
are
disclosures
not
comparable
organized
to
under
those described in 4B(e)(1)(A) of
the
laws
Securities Act
of
a
1933.
State,
(iv) A rule permitting
a
territory
successor
of
to
the
a
United
digital
States
commodity issuer
, or
such other appropriate person as designated by
the
District
Commission,
of
to
Columbia
make the disclosures required under clause (i), where such issuer does not make the required disclosures
.
What does "considered adopted" mean?
When a chamber approves a rule that says a change is "considered adopted", the change becomes part of the bill as soon as the rule passes, without a separate vote on the change itself.
(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 digital commodity, is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934 or the issuer intends for the blockchain system to which the digital commodity relates to be a mature blockchain system by the later of—
(i) the date that is four years after the first sale of the investment contract involving a unit of such digital commodity in reliance on the exemption provided under this paragraph, subject to any extensions as may be granted by the Commission; or
(ii) the date that is four years after the effective date of this paragraph;
(B) the sum of all cash and other consideration to be received by the digital commodity issuer in reliance on the exemption provided under this paragraph, during the 12-month period preceding the date of such offering, including the amount received in such offering, is not more than $50,000,000 (as such amount is annually adjusted by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor);
(C) after the completion of the transaction, a purchaser does not own more than 10 percent of the total amount of the outstanding units of the digital commodity;
(D) the transaction does not involve the offer or sale of an investment contract involving units of a digital commodity by its digital commodity issuer that—
(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 business plan of the company is to merge with or acquire an unidentified company;
(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 investment company by section 3(c) of that Act (15 U.S.C. 80a–3(b) or 80a–3(c));
(iv) is issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights;
(v) is, or has been, subject to any order of the Commission entered pursuant to section 12(j) of the Securities Exchange Act of 1934 during the 5-year period before the filing of the offering statement; or
(vi) is disqualified pursuant to section 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:
4B. Requirements with respect to certain digital commodity transactions
(a) Commission jurisdiction. For the purposes of this section:
(1) The Commission shall have jurisdiction and enforcement authority with respect to disclosures 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 offering statement, disclosure, or report filed under this Act.
(b) Requirements for digital commodity issuers
(1) Terms and conditions. A digital commodity issuer offering or selling an investment contract involving units of a digital commodity in reliance on section 4(a)(8) shall file with the Commission an offering statement and any related documents, in such form and with such content as prescribed by the Commission, including financial information, a description of the issuer and the operations of the issuer, the financial condition of the issuer, a description of the plan of distribution of any unit of a digital commodity that is to be offered as well as the intended use of the offering proceeds, and a description of the development plan for the blockchain system, and the related digital commodity, to become a mature blockchain system, if such blockchain system is not already certified as a mature blockchain system pursuant to section 42 of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
(2) Information required for purchasers. A digital commodity issuer that has filed a statement under paragraph (1) to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) shall include in such statement the following information:
(A) Maturity status. Whether the blockchain system to which the digital commodity relates has been certified as a mature blockchain system pursuant to section 42 of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) and, where such blockchain system is not so certified, a statement of the digital commodity issuer’s intent for the blockchain system to which the digital commodity relates to be a mature blockchain system within the time period described in section 4(a)(8)(A).
(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, along with material results of any such audit.
(C) Transaction history. A description of the steps necessary to independently access, search, and verify the transaction history of any blockchain system to which the digital commodity relates, to the extent any such independent access, search, and verification activities 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 system, 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 commodity outstanding;
(ii) information explaining the technical requirements for holding, accessing, and transferring the digital commodity;
(iii) information on any applicable consensus mechanism or process for validating transactions, method of generating or mining digital commodities, and any process for burning or destroying units of the digital commodity on the blockchain system;
(iv) an explanation of any mechanism for driving value to the digital commodity of such blockchain system; and
(v) an explanation of governance mechanisms for implementing changes to the blockchain system or forming consensus among holders of units of such digital commodity.
(E) Plan of development. The current state and timeline for the development of any blockchain system to which the digital commodity relates, detailing how and when the blockchain system is intended to be a mature blockchain system, if the blockchain system is not yet certified as a mature blockchain system, and the various roles that exist or are intended to exist in connection with the blockchain system, such as users, service providers, developers, transaction validators, and governance participants, including a discussion of any mechanisms by which control or authority are exerted with respect to the blockchain system or its related digital commodity, and any critical operational dependencies of the blockchain system or its related digital commodity.
(F) Ownership disclosures
(i) In general. A list of all persons who are digital commodity related persons or digital commodity affiliated persons who have been issued a unit of the digital commodity by the digital commodity issuer or have a right to a unit of the digital commodity from the digital commodity issuer.
(ii) Confidentiality. The Commission shall keep each list described under clause (i) confidential, consistent with what is necessary or appropriate in the public interest or for the protection of investors.
(G) Risk factor disclosures. A description of the material risks surrounding ownership of a unit of a digital commodity.
(3) Ongoing disclosure requirements for maturing blockchain systems. Subject to paragraph (5), the issuer of a digital commodity related to a blockchain system that is not yet certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934 that has filed a statement under paragraph (1) to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) shall file the following with the Commission:
(A) Semiannual reports. Every 6 months, a report containing—
(i) an updated description of the current state and timeline for the development of the blockchain system to which the digital commodity relates, showing how and when the blockchain is intended to be a mature blockchain system;
(ii) a description of the efforts of the issuer and digital commodity related persons in developing the blockchain system to which the digital commodity relates;
(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; and
(iv) financial statements, where applicable.
(B) Current reports. A current report reflecting any material changes relevant to the information previously reported to the Commission by the digital commodity issuer, which shall be filed as soon as practicable after the material change occurred, in accordance with such rules as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
(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 reliance on section 4(a)(8).
(5) Termination of certain reporting requirements; post-maturity reporting requirements
(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 commodity and the blockchain system to which it relates described in subparagraphs (A) through (C) of paragraph (2) is made publicly available and the disclosure requirements under subparagraph (C) of this paragraph are satisfied.
(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 digital commodity relates is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934.
(C) Post-maturity reporting requirements. After the blockchain system to which a digital commodity relates is certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934, any digital commodity issuer that has filed a statement under paragraph (1) to offer and sell an investment contract involving a unit of a digital commodity in reliance on section 4(a)(8) and is engaged in material ongoing efforts related to the mature blockchain system shall disclose, in a manner reasonably calculated to inform the public, and at such frequency as the Commission may prescribe, by rule, a description of such efforts, including—
(i) any participation in a decentralized 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(c) of the CLARITY Act of 2025 in such efforts;
(iv) the amount of units of the digital commodity, or rights thereto, owned and controlled by such issuer and any use, sale, trading, or other disposition thereof; and
(v) any affiliations of such issuer material to the efforts of such issuer.
(D) Termination of and exemption from post-maturity reporting requirements. Not later than 270 days after the date of the enactment of this section, the Commission shall issue rules—
(i) for terminating the disclosure requirements described in subparagraph (C) during the first fiscal year in which the digital commodity issuer does not engage in material ongoing efforts related to the mature blockchain system; and
(ii) to, as is necessary or appropriate in the public interest or for the protection of investors, exempt a digital commodity issuer from the requirements described in subparagraph (C) where only a de minimis amount of market activity involving the digital commodity of such digital commodity issuer is taking place.
(E) Rule of construction. Nothing in subparagraph (C) may be construed to make any digital commodity described in such subparagraph a security.
(c) Requirements for intermediaries. A person acting as an intermediary in connection with the offer or sale of an investment contract involving units of a digital commodity in reliance on section 4(a)(8) shall—
(1) register with the Commission as a broker or dealer; and
(2) be a member of a national securities association registered under section 15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o–3).
(d) Disqualification provisions. The Commission shall issue rules to apply the disqualification provisions under section 230.262 of title 17, Code of Federal Regulations, to the exemption provided under section 4(a)(8).
(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 additional obligations and disclosures for the digital commodity issuers, digital commodity related persons, and digital commodity affiliated persons of a blockchain system described under subsection (b)(1) that does not become a mature blockchain system within the time period described in section 4(a)(8)(A) as are necessary or appropriate in the public interest or for the protection of investors. Such obligations and disclosures shall include the following:
(A) Disclosures. Disclosures regarding the following:
(i) Failure to mature. A detailed explanation of the reason that the blockchain system has not become a mature blockchain system within the time period described in section 4(a)(8)(A).
(ii) Development plans. The future 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 relates to a blockchain system described under subsection (b)(1) that has not become a mature blockchain system within the time period described in section 4(a)(8)(A).
(B) Obligations. Transaction reporting and beneficial ownership disclosure obligations applicable to digital commodity related persons and digital commodity affiliated persons of such blockchain system.
(2) Qualification required. The Commission may not permit any additional reliance on an exempt offering for the offer or sale of an investment contract involving a unit of a digital commodity by the issuer of the digital commodity related to a blockchain system described under subsection (a)(1) that has not become a mature blockchain system within the time period described in section 4(a)(8)(A) unless the Commission has qualified any offering statement related to such exempt offering.
(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 subparagraph (B), by striking section 4(4) and inserting section 4(a)(4);
(B) in subparagraph (C), by striking section 4(6) and inserting section 4(a)(6);
(C) in subparagraph (F)—
(i) by striking section 4(2) each place such term appears and inserting section 4(a)(2); 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) Use of other exemptions
(1) Rule of construction. Except as provided in this subsection, nothing in this section or the amendments made by this section may be construed as prohibiting the offer or sale of an investment contract involving units of a digital commodity in reliance on an exemption from registration under the Securities Act of 1933, including as 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) Rulemakings
(A) The Securities and Exchange Commission may issue rules—
(i) to permit the issuer of a digital commodity related to a blockchain system described under section 4B(b)(1) of the Securities Act of 1933 that has not become a mature blockchain system within the time period described in section 4(a)(8)(A) of such Act, or the issuer of a digital commodity described in subparagraph (B)(iii), to utilize an exempt offering to offer or sell an investment contract involving the digital commodity, if the Commission qualifies any offering statement related to such exempt offering; and
(ii) 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.
(B) Not later than 270 days after the date of the enactment of this section, the Securities and Exchange Commission shall issue the following rules:
(i) A rule requiring a digital commodity issuer that last offered or sold an investment contract involving units of a digital commodity in reliance on an exemption from registration under the Securities Act of 1933, including as provided under section 3, 4(a), or 19 of the Securities Act of 1933, prior to the date of enactment of this Act, to file a comparable set of disclosures to those described under section 4B of the Securities Act of 1933 as the Commission determines appropriate based on the exemption, the maturity of the blockchain system to which such digital commodity relates, and any material ongoing efforts of such digital commodity issuer (provided that for blockchains certified as a mature blockchain system under section 42 of the Securities Exchange Act of 1934, such disclosures shall be comparable to those under section 4B(b)(5)(C)), not later than the later of—
(I) one year after the effective date of this section; or
(II) the date of any secondary market sale of such digital commodity made in reliance on section 203.
(ii) A rule requiring a digital commodity issuer that offers or sells an investment contract involving units of a digital commodity in reliance on an exemption from registration under the Securities Act of 1933, including as 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, on or after the date of enactment of this Act, to file a comparable set of disclosures to those described under section 4B of the Securities Act of 1933 as the Commission determines appropriate based on the exemption, the maturity of the blockchain system to which such digital commodity relates, and any material ongoing efforts of such digital commodity issuer, prior to the date of any secondary market sale of such digital commodity made in reliance on section 203.
(iii) With respect to a digital commodity where the digital commodity issuer is required to file disclosures under clause (i) or (ii) and where the blockchain system to which the digital commodity relates is not certified as a mature blockchain system pursuant to section 42 of the Securities Exchange Act of 1934 after the 4-year period beginning on the date that the first such disclosure is filed—
(I) a rule prohibiting the offer or sale of an investment contract involving units of the digital commodity unless the Commission has qualified any offering statement related to such offer or sale, where such offer or sale is permitted pursuant to subparagraph (A)(i); and
(II) a rule requiring the digital commodity issuer to make disclosures comparable to those described in 4B(e)(1)(A) of the Securities Act of 1933.
(iv) A rule permitting a successor to a digital commodity issuer, or such other appropriate person as designated by the Commission, to make the disclosures required under clause (i), where such issuer does not make the required disclosures.
III Registration for Intermediaries at the Securities and Exchange Commission
IV Registration for Digital Commodity Intermediaries at the Commodity Futures Trading Commission
V Innovation and Technology Improvements
VI Anti-CBDC Surveillance State Act
I Responsible securities innovation
II Protecting against illicit finance
III Responsible innovation in decentralized finance
IV Responsible banking innovation
V Responsible regulatory innovation
VI Protecting software developers and software innovation
VII Protecting customer property
VIII Customer protection
IX Other matters