SEC Clears Path for DePIN Tokens with Rare No-Action Letter

Quick breakdown 

• SEC no-action letter shields DoubleZero’s 2Z token from enforcement.
• Commissioner Peirce emphasizes DePIN tokens are incentives, not securities.
• Market response muted, with DePIN tokens slipping 2% despite clarity.

 

The U.S. Securities and Exchange Commission (SEC) has indicated it will not pursue enforcement actions against tokens tied to blockchain-based Decentralized Physical Infrastructure Networks (DePIN).

In a rare no-action letter issued Monday, Michael Seaman, chief counsel of the SEC’s Division of Corporation Finance, confirmed he “will not recommend enforcement action” against the upcoming token launch of DoubleZero, a DePIN project focused on unlocking underutilized private fibre links for blockchain systems.

Proud to share that the @SECGov has issued @DoubleZero a No-Action Letter for 2Z. 🦅🇺🇸

The first-of-its-kind No-Action Letter gives us confidence that 2Z does not have to register as a class of “equity securities” and that programmatic flows of 2Z on the DoubleZero network are… pic.twitter.com/gSgiN6tpQj

— DoubleZero IBRL/acc (@doublezero) September 29, 2025

DoubleZero’s token not classified as a security

According to the SEC letter, DoubleZero’s planned 2Z token does not fall under U.S. securities laws and is not considered a class of equity securities. The foundation explained that network participants are compensated in tokens for contributing infrastructure capacity, rather than investing with expectations of profit from others’ work.

“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 fast,” said Austin Federa, DoubleZero co-founder and former Solana Foundation executive.

General counsel Mari Tomunen added that the ruling highlights a clear path to launch functional tokens, noting that the Howey test does not apply when value arises from participants’ direct contributions.

Commissioner Peirce: SEC not tasked with regulating all activity

SEC Commissioner Hester Peirce welcomed the decision, stressing that the agency’s role is limited to securities oversight, not broader economic activity.

“Congress created the SEC to oversee the securities markets, not to regulate all economic activity,” she said. Peirce argued that DePIN tokens are better understood as functional incentives for infrastructure buildout, not shares in a company.

She added that categorizing such tokens as securities would stifle network growth and force blockchain projects into frameworks ill-suited for their design.

Market reaction muted

Despite the regulatory breakthrough, DePIN tokens showed little price movement. According to CoinGecko data, tokens tied to the sector fell by about 2% in the past 24 hours.

Meanwhile, the U.S. SEC is set to rule on 16 cryptocurrency exchange-traded fund (ETF) applications in October, a pivotal moment that could open the door to a wave of altcoin-focused investment products.

 

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