SEC Issues Rare No-Action Letter, Clears Path for DoubleZero’s DePIN Token
Agency Clears First DePIN Token Under New Guidance
The U.S. Securities and platform Commission said it will not pursue enforcement against DoubleZero, a blockchain-based Decentralized Physical Infrastructure Network (DePIN), in connection with its planned 2Z token launch. In a rare no-action letter published Monday, SEC Division of Corporation Finance chief counsel Michael Seaman wrote that he “will not recommend enforcement action” to the agency.
The letter is among the first explicit approvals for a DePIN token, reflecting the SEC’s lighter approach under the Trump administration. Regulators have pledged to ease rules to attract blockchain projects to the U.S., a departure from the aggressive enforcement campaigns of recent years.
SEC Commissioner Hester Peirce backed the decision, saying the “economic reality of DePIN projects differs fundamentally from the capital-raising transactions Congress charged this Commission with regulating.”
Investor Takeaway
Why DoubleZero’s Token Was Cleared
Seaman said DoubleZero’s proposed transfers do not require registration under securities laws and that its 2Z token “is not registered as a class of equity securities.” According to the foundation’s letter to the SEC last week, the protocol lets blockchain networks access “underutilized private fiber links” managed by contributors, who would be compensated with tokens.
“This is more than a milestone for DoubleZero — it’s proof that U.S. founders and innovators can work with regulators to achieve clarity, and still move quick,” said Austin Federa, DoubleZero’s co-founder and a former strategy lead at the Solana Foundation. The company’s general counsel Mari Tomunen added that “when the value of the token comes from other network participants’ work, Howey simply does not apply.”
Peirce: SEC Should Not Police All Economic Activity
Peirce said the case highlights the need for regulators to distinguish between investment contracts and tokens used as operational rewards. “Congress created the Securities and platform Commission to overview the securities markets, not to regulate all economic activity,” she said. She argued that treating DePIN tokens as securities would “suppress the growth of networks of distributed providers of services.”
She described DePIN tokens as “functional incentives designed to encourage infrastructure buildout” rather than equity-like claims. “These projects allocate tokens as compensation for work performed or services rendered, rather than as investments with an expectation of profit from the entrepreneurial or managerial efforts of others,” she explained.
The Commissioner added that the SEC’s approach should allow developers to focus on building infrastructure rather than parsing securities laws: “The agency’s position allows crypto infrastructure providers to spend their time deep in the weeds of building out infrastructure, not knee-deep in parsing the nuances of securities laws.”
Investor Takeaway
Market Reaction and Wider Context
Tokens tied to the DePIN segment showed little reaction. Data from CoinGecko indicated prices fell 2% over the past 24 hours, suggesting the ruling was already priced in or overshadowed by broader market moves.
The SEC’s stance is being closely watched by projects exploring decentralized infrastructure for bandwidth, energy, and storage. Industry advocates argue that applying securities laws to such tokens would cripple participation, while policymakers remain wary of potential investor risks. Monday’s letter suggests at least some categories of DePIN tokens may qualify for exemptions.
The ruling also fits into the agency’s wider enforcement rollback. Trump administration officials have said U.S. capital markets should be “open to innovation” and have sought to reverse years of confrontational policy toward crypto firms. For DoubleZero and its peers, the letter marks a rare win in a sector more accustomed to regulatory battles.
