Proposed Bill Aims to Carve Out Certain Digital Assets from Securities Rules

This bill, the Securities Clarity Act of 2025, proposes a significant change to how certain digital assets are regulated. It amends several major financial laws—like the Securities Act of 1933 and the Securities Exchange Act of 1934—to create a new category called "investment contract assets" and explicitly states these are not securities.

What Counts as an "Investment Contract Asset"?

So, what exactly fits this new definition? According to the bill, an "investment contract asset" is a digital token or coin that meets specific criteria. It needs to be:

• Fungible: Meaning one unit is interchangeable with another, like dollars or Bitcoin.
• Transferable Person-to-Person: You should be able to send it directly to someone else without needing a middleman.
• Recorded on a Public Ledger: Transactions are tracked on a blockchain or similar distributed ledger technology.
• Linked to an Investment Contract: It was initially sold or transferred as part of an investment deal.
• Not Already a Security: It doesn't qualify as a traditional security (like a stock or bond) for other reasons.

If a digital asset ticks all these boxes, under this bill, it wouldn't be regulated by the SEC in the same way traditional securities are.

Less Regulation, More Questions

The main impact here is potentially reduced oversight. By excluding these assets from the definition of a "security," the bill removes them from the scope of many investor protection rules established over decades. Think registration requirements, mandatory disclosures, and rules against market manipulation specifically designed for securities.

This could make it easier for companies creating and selling these types of digital assets, potentially fostering innovation by lowering regulatory hurdles. However, it also shifts risk. If these assets aren't securities, investors might have fewer protections if things go wrong. The bill hinges on definitions like "without necessary reliance on an intermediary," which could be open to interpretation and might create gray areas about which assets qualify for this exemption.

The Real-World Ripple Effect

Who does this affect? On one side, crypto developers and companies dealing in digital assets that fit this definition could face fewer compliance costs and regulatory burdens. On the other side, everyday investors might find themselves dealing with assets that have fewer built-in safeguards compared to traditional investments. The regulators, like the SEC, would also see their direct authority potentially narrowed over this slice of the digital asset market. The key takeaway is that this bill tries to draw a clearer line, but where that line falls and whether it adequately balances innovation with investor protection is the central question.