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

Regulator signals DePIN tokens fall outside securities scope

TL;DR:

• SEC issues rare no-action letter, exempting DoubleZero’s DePIN token from enforcement.
• Commissioner Hester Peirce says DePIN projects are “fundamentally” outside securities laws.
• Decision underscores regulatory rollback under Trump administration, with no clear crypto price impact.

A rare no-action letter from the U.S. Securities and Exchange Commission has marked a turning point for blockchain-based Decentralized Physical Infrastructure Network (DePIN) tokens. The regulator confirmed it will not pursue enforcement against DoubleZero’s planned token launch, signaling that tokens tied to infrastructure networks may fall outside the agency’s traditional securities framework.

Michael Seaman, chief counsel of the SEC’s Division of Corporation Finance, said in a letter on Monday that he would not recommend enforcement action against DoubleZero’s issuance of the 2Z token. The foundation had detailed programmatic transfers of tokens in its correspondence with the SEC, emphasizing that the token is not registered as a class of equity securities. The move effectively places DePIN tokens beyond the scope of securities registration, at least under the current interpretation.

Commissioner Hester Peirce reinforced the position, stating that the economic reality of DePIN projects differs from capital-raising transactions Congress tasked the SEC with overseeing. She added that Congress established the agency to supervise securities markets, not to regulate “all economic activity.” Her remarks highlighted that treating DePIN tokens as securities would suppress the growth of distributed service networks, since these tokens serve as functional incentives rather than investment contracts.

DoubleZero’s protocol is designed to connect blockchain systems with underutilized private fiber links supplied by various contributors, with participants compensated in 2Z tokens. Co-founder Austin Federa described the letter as proof that U.S. innovators can engage with regulators without sacrificing speed of development. General counsel Mari Tomunen echoed that view, stressing that when token value is derived from the work of network participants rather than the managerial efforts of others, the Howey test does not apply.

Peirce further noted that crypto infrastructure providers benefit from clarity, allowing them to focus on building networks rather than parsing securities law nuances. She warned that forcing blockchain-based infrastructure tokens into existing financial frameworks would hinder their ability to achieve scale. The Commission’s stance is part of a broader easing of crypto oversight under the Trump administration, which has aimed to attract projects by reducing regulatory friction.

Market data showed no immediate change in crypto price index performance or in the coin market cap of DePIN tokens following the SEC’s announcement, suggesting traders had largely priced in regulatory leniency. Still, the decision is a significant milestone in defining how U.S. authorities approach tokens built around infrastructure participation rather than financial speculation, with potential implications for the broader crypto price landscape.

This article has been refined and enhanced by ChatGPT.