海角黑料

The Digital Asset Market Clarity鈥疉ct鈥痮f鈥�2025 (H.R.鈥�3633) creates the first comprehensive federal framework that divides responsibility for 鈥渄igital commodities鈥� and related market activity between the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC).听 Its core goal is to resolve long鈥憆unning uncertainty over when a crypto鈥慳sset is a security, when it is a commodity, and which federal rules therefore apply.听 The Act accomplishes this by: (1) embedding a detailed taxonomy of blockchain terminology directly into the Securities Act of 1933, the Securities Exchange Act of 1934, and the Commodity Exchange Act; (2) carving out a pathway under which fungible blockchain鈥慴ased assets that begin life as 鈥渋nvestment contracts鈥� can evolve into non鈥憇ecurities called 鈥渄igital commodities鈥�; and (3) building parallel, registration鈥慴ased regimes for spot鈥憁arket intermediaries at both agencies.听 The statute is deliberately broad and is organized into five operative titles, each of which is summarized below.

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Why This Bill Matters

For years, digital asset startups and exchanges have operated under a legal fog鈥攗nsure whether their tokens fall under the SEC鈥檚 securities regime or the CFTC鈥檚 commodity jurisdiction. This Act aims to codify definitions, create a structured token lifecycle, and open lawful fundraising paths for blockchain projects鈥攁ll while preserving investor protections.

Additional context:

Title I Definitions, Rulemaking Mandates and Provisional Registration

Title鈥疘 supplies the vocabulary on which the rest of the bill depends.听 It defines 鈥渂lockchain,鈥� 鈥渂lockchain system,鈥� 鈥渄ecentralized governance system,鈥� 鈥渄igital asset,鈥� 鈥渄igital commodity,鈥� 鈥渕ature blockchain system,鈥� and more than a dozen ancillary terms, then cross鈥慽ncorporates them into the Securities and Commodity Exchange Acts so that both SEC and CFTC rely on the same dictionary.听 The title also confirms that a 鈥減ermitted payment stablecoin鈥� is neither a security nor a commodity, provided the issuer is subject to federal or state prudential supervision.听 To speed market access while rules are written, the section creates a one鈥憈ime, 180鈥慸ay window for trading venues, brokers, and dealers to file a 鈥渟tatement of provisional registration鈥� with the CFTC; filing grants temporary legal status until full rulebooks take effect.听 Importantly, Congress preserves the individual right to maintain self鈥慶ustody wallets and to transact peer鈥憈o鈥憄eer so long as the conduct is otherwise lawful.

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Title鈥疘I Offers and Sales of Digital Commodities

Title鈥疘I addresses the transition of an asset from security status to commodity status.听 An 鈥渋nvestment contract asset鈥� is recognized as a distinct, transferable token recorded on鈥慶hain that, although originally sold pursuant to an investment contract, is itself not a security.听 Section鈥�4(a)(8) of the Securities Act (a brand鈥憂ew exemption modelled loosely on Regulation鈥疉) permits primary sales of such tokens by an issuer as long as (i) aggregate fundraising stays below a CPI鈥慽ndexed US鈥痋$75鈥痬illion cap in any 12鈥憁onth period, (ii) no purchaser ends with more than 10鈥痯ercent of the supply, and (iii) the issuer files a detailed, token鈥憇pecific disclosure statement.听 The issuer must either certify that the underlying blockchain will be a 鈥渕ature blockchain system鈥� within four years or show that it already is one.听 Once a chain is certified mature鈥攎eaning no person or group exercises unilateral control鈥攐ngoing issuer reporting drops to a lightweight activity鈥慴ased disclosure.听 Title鈥疘I also codifies that secondary鈥憁arket resales by persons other than the issuer are not securities transactions, that end鈥憉ser distributions such as airdrops are not securities offerings, and that affiliates face measured volume and seasoning limits when they dispose of tokens before and after maturity.

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Title鈥疘II SEC Registration Framework for Digital Commodity Intermediaries

Because many crypto trading platforms already fall within the SEC鈥檚 alternative trading鈥憇ystem (ATS) regime, Title鈥疘II keeps them under SEC oversight but re鈥憀abels their on鈥憄latform assets as 鈥渄igital commodities鈥� once statutory criteria are met.听 It authorizes ATSs to list digital commodities and 鈥減ermitted payment stablecoins,鈥� extends anti鈥慺raud jurisdiction to those instruments, modernizes record鈥慿eeping, and empowers the Commission to tailor exemptions.听 For broker鈥慸ealers and custodians, the title amends Section鈥�15 of the Exchange Act so firms can hold digital commodities without violating customer鈥憄rotection rules, provided they use a 鈥渜ualified digital asset custodian.鈥澨� The title also expressly pre鈥慹mpts state blue鈥憇ky registration of covered digital commodities, shields bona鈥慺ide decentralized鈥慺inance activity from exchange registration, and directs the SEC to study foreign adversary participation in U.S. digital鈥慳sset markets.

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Title鈥疘V CFTC Registration Framework for Digital Commodity Intermediaries

Title鈥疘V is the CFTC analogue.听 It gives the Commission exclusive jurisdiction over spot transactions in digital commodities (but not over derivatives, which remain subject to traditional CFTC futures and swap rules), then creates three new registrant classes: digital commodity exchanges, digital commodity brokers, and digital commodity dealers.听 Each class must meet custody, segregation, capital, risk鈥憁anagement, and Bank Secrecy Act standards, and each must use qualified custodians.听 Exchanges must secure CFTC approval or self鈥慶ertify that a token meets statutory listing criteria; brokers and dealers must similarly register, with associated persons subject to fitness screens.听 The title encourages portfolio margining across SEC and CFTC products by requiring the agencies to publish a joint process for harmonized customer鈥憄rotection and net鈥慶apital relief orders.听 A separate provision excludes genuinely decentralized finance protocols that cannot be unilaterally altered from exchange, broker, or dealer status.

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Title鈥疺 Innovation and Technology Improvements

Congress couples the new compliance architecture with technology鈥慺orward mandates.听 Title鈥疺 directs the SEC to update its tripartite mission statement to include 鈥渋nnovation鈥� alongside investor protection, fair markets, and capital formation; makes the SEC鈥檚 FinHub permanent; codifies LabCFTC; and orders a series of reports on decentralized finance, non鈥慺ungible tokens, consumer financial literacy in crypto, and the resiliency of critical market infrastructure.听 The studies are meant both to inform future rulemakings and to keep Congress apprised of technological change.

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Implementation, Coordination and Savings Provisions

Across the Act, nearly every rulemaking mandate carries a 360鈥慸ay deadline, reflecting congressional urgency.听 A joint鈥憆ulemaking clause compels the SEC and CFTC to harmonize definitions first, then tackle mixed digital鈥慳sset transactions鈥攖hose in which a security and a commodity token trade side鈥慴y鈥憇ide.听 Savings clauses preserve all pre鈥慹xisting authority over futures, swaps, security鈥慴ased swaps, and security options; nothing in the bill lets a spot鈥憁arket registrant trade derivatives without securing the appropriate additional license.听 The Act extends the Bank Secrecy Act鈥檚 definition of 鈥渇inancial institution鈥� to cover registered digital鈥慶ommodity exchanges, brokers, and dealers, and commissions a GAO study on offshore exchanges that evade comparable AML/CFT safeguards.听 Finally, federal law pre鈥慹mpts conflicting state regimes for entities that avail themselves of provisional or full CFTC registration, thereby delivering the nationwide uniformity stakeholders have long requested.

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Practical Implications

If enacted, the CLARITY Act would lift a cloud that has stifled capital formation in U.S. crypto markets since 2017.听 Start鈥憉ps would gain a predictable, disclosure鈥慴ased on鈥憆amp to sell tokens without registering as public companies, so long as they move expeditiously toward decentralized, non鈥憇ecurity status.听 Centralized exchanges and brokers would receive federal charters akin to those long enjoyed by futures commission merchants and ATSs, allowing them to operate across state lines under a single rulebook.听 Retail holders would benefit from higher baseline custody and disclosure standards, while still retaining the right to self鈥慶ustody and to use peer鈥憈o鈥憄eer networks.听 At the same time, the bill arms both the SEC and CFTC with broad anti鈥慺raud powers and preserves the full derivative and prudential tool鈥慿its already in place, limiting opportunities for regulatory arbitrage.

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Conclusion

The Clarity Act of 2025 is the most structured attempt yet to reconcile crypto innovation with traditional regulatory regimes. By offering a transition path from securities to commodities and equipping both the SEC and CFTC with tools to supervise markets, it may unlock the next phase of U.S.-based crypto innovation鈥攚ithout sacrificing consumer protection.

Whether this balance holds will depend on the joint rulemakings to follow鈥攁nd whether the Web3 ecosystem is prepared to meet the Act鈥檚 disclosure, custody, and registration requirements.