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

The U.S. Securities and Exchange Commission (SEC) has taken a surprising step that could reshape how blockchain-based infrastructure projects launch tokens. In a rare no-action letter, the regulator said it won’t pursue enforcement against DoubleZero, a Decentralized Physical Infrastructure Network (DePIN) project, for its upcoming 2Z token launch.

Key Highlights:

• SEC’s Division of Corporation Finance said DoubleZero’s 2Z token does not qualify as a security.
• Commissioner Hester Peirce stressed that DePIN tokens differ from traditional capital-raising securities.
• The move signals a broader easing of crypto enforcement under the Trump administration.
• Industry leaders view the decision as a milestone for token projects seeking regulatory clarity.

Michael Seaman, chief counsel at the SEC’s Division of Corporation Finance, said in the letter that he “will not recommend enforcement action” regarding the 2Z token. He explained that DoubleZero’s programmatic transfers do not require registration under U.S. securities laws, and the token “is not registered as a class of equity securities.”

Commissioner Hester Peirce backed the decision, arguing that DePIN projects should not fall under securities rules. “Congress created the Securities and Exchange Commission to oversee the securities markets, not to regulate all economic activity,” she said. Peirce added that treating DePIN tokens as securities would “suppress the growth of networks of distributed providers of services.”

For DoubleZero, the letter marks a turning point. “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 co-founder Austin Federa. General counsel Mari Tomunen added that the letter “underscores that there is a path to launch a token” without triggering the Howey test.

The SEC’s decision comes as the Trump administration continues to roll back enforcement in a bid to attract blockchain projects. Still, crypto markets appeared unmoved. According to CoinGecko, tokens tied to the DePIN sector fell 2% in the past 24 hours.