SEC Gives Green Light to DePIN Tokens in Rare No-Action Letter

The US Securities and Exchange Commission’s Division of Corporation Finance issued a no-action letter to decentralised physical infrastructure (DePIN) project DoubleZero, clearing the way for programmatic transfers of its 2Z token.

In the letter, released Monday, Division of Corporation Finance chief counsel Michael Seaman said the regulator would not object to the planned distribution of DoubleZero’s 2Z token, provided the transfers occur as outlined by the project and without registration as equity securities. 

The statement emphasised that the position applies only to the specific facts presented.

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A Milestone For The Industry

Commissioner Hester Peirce said the case highlights that DePIN networks function differently from capital-raising schemes typically policed by the SEC, arguing that tokens designed to coordinate bandwidth, storage, or other resources serve as operational incentives rather than investment contracts. Moreover, General counsel Mari Tomunen said that when a token’s value stems from user activity across a network, the Howey test does not apply.

In that sense, DoubleZero aggregates idle private fiber links to deliver faster routing for blockchain node operators, and participants who supply connectivity would be compensated in 2Z tokens. 

The protocol is preparing to roll out its mainnet-beta later this week. Co-founder Austin Federa said the outcome proves US crypto teams can work with regulators to gain clarity without sacrificing speed. 

Peirce said the decision demonstrates that the SEC can “respect congressional limits” on its authority while leaving builders free to focus on deploying infrastructure instead of parsing securities law. She warned that treating functional DePIN tokens as securities would choke off development of physical networks designed to support blockchain systems.

The decision also follows the SEC’s launch of Project Crypto, an initiative aimed at deeper engagement with the industry on guidelines.

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