SEC Clears DePIN Tokens Path as DoubleZero Token Wins No-Action Letter

Highlights:

• SEC has cleared the way for DePIN tokens and has allowed DoubleZero to launch its token.
• Hester Peirce says DePIN tokens reward work and support innovation in blockchain.
• The market shows a small decline, but DePIN projects gain clear guidance for growth.

The US Securities and Exchange Commission issued a no-action letter allowing DoubleZero to launch its 2Z token. Michael Seaman, chief counsel of the SEC Division of Corporation Finance, confirmed the agency will not pursue enforcement action. The letter clarified that the 2Z token does not qualify as a class of equity securities under US law. DoubleZero’s protocol enables blockchain networks to access underutilized private fiber links managed by participants. Network contributors receive 2Z tokens for their involvement, rewarding work rather than investment.

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Official statement on the SEC website today concludes that DePIN does not satisfy the Howey Test and therefore does not fall under the SEC as a security!

Absolutely massive news!!!https://t.co/XtQGnMb9RU pic.twitter.com/O7rz1RzlbR

— DePIN Connection (@DePINConnection) September 30, 2025

Mari Tomunen, DoubleZero’s general counsel, said the no-action letter demonstrates a clear path for launching a token. She emphasized that when a token’s value comes from participant contributions, the Howey Test does not apply. Tomunen added that this decision sets a precedent for infrastructure-focused token projects. The letter also reflects the SEC’s approach under the current administration to ease enforcement on certain blockchain innovations. Analysts believe that this may motivate other DePIN projects to consult before launching.

The SEC stressed that the programmatic transfers described by DoubleZero do not need registration. The agency treated the token as a component of a functional incentive system as opposed to an investment offering. This difference provides enlightenment to teams that are building decentralized infrastructural networks. Observers remarked that regulatory transparency can expedite token launches and reduce legal risks to US-based projects.

Hester Peirce Highlights DePIN Innovation and Tokenization

Hester Peirce, SEC Commissioner, added that the ruling showed an attempt by the agency to promote innovation without overstepping its mandate. She clarified that DePIN tokens would serve as working incentives to compensate contributors as opposed to the promise of profit. Regulators, according to Peirce, must not consider the totality of economic activity as a securities issue. She stressed that this model will give developers the opportunity to develop infrastructure rather than be distracted by complicated financial regulations.

Austin Federa, DoubleZero co-founder, welcomed the SEC’s guidance. He said the no-action letter proves that US innovators can collaborate with regulators and move quickly. Federa highlighted that such clarity motivates founders to pursue infrastructure-focused blockchain projects.

Today is a monumental day for crypto in America.

The @SECGov Division of Corporation Finance confirmed that the DoubleZero Networks’ native token (2Z) flows to contributors of the network are not subject to the registration requirements under the Securities Acts, and has issued… https://t.co/zefnuHDW2p

— Austin Federa | 🇺🇸 (@Austin_Federa) September 29, 2025

Peirce further emphasized that DePIN tokens are a reward for the work done or service rendered. They are unlike securities since those who contribute to them are rewarded with tokens and not the profits of someone managing them. She observed that considering these tokens as securities would make it hard to build distributed infrastructure networks.

SEC Clears DePIN Tokens and Market Reaction

The market did not respond much in the short term following the announcement by the SEC. According to CoinGecko, the number of tokens associated with DePIN projects decreased by 2.5%. According to the analysts, such a decline is not a high-risk regulatory factor but was characterized by normal market changes. Some of the best DePIN tokens include Bittensor (TAO), RENDER, Filecoin (FIL), and The Graph (GRT), which might enjoy the clarity of the SEC in the long run.

The guidance brings some certainty to developers and investors. Projects will now be able to plan the launch of tokens confidently since the SEC regards functional incentives and securities as different. Experts say that the attitude of the SEC is an indication of a desire to be involved in projects and provide regulatory clarity, but not to overreach in enforcement.

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