; (B) with respect to a transaction involving the purchase of units of a digital asset by a person who is not an accredited investor, the aggregate amount of all units of digital assets purchased by such person during the 12-month period preceding the date of such transaction, including the unit of a digital asset purchased in such transaction, does not exceed the greater of— (i) 10 percent of the person’s annual income or joint income with that person’s spouse or spousal equivalent; or (ii) 10 percent of the person’s net worth or joint net worth with the person’s spouse or spousal equivalent; (C) after the completion of the transaction, the purchaser does not own more than 10 percent of the total amount of the units of the digital asset sold in reliance on the exemption under this paragraph; (D) the transaction does not involve the offer or sale of any digital asset not offered as part of an investment contract; (E) the transaction does not involve the offer or sale of a unit of a digital asset by a digital asset 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(b) or 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