SEC May Refrain From Treating DoubleZero 2Z Token as a Security After No-Action Letter

The SEC’s no-action letter signals that DePIN tokens, such as DoubleZero’s 2Z, are not securities when they are programmatic transfers rewarding infrastructure contributors rather than investment ￰0￱ reduces enforcement risk and clarifies a pathway for launch without securities ￰1￱ issued a no-action letter for DoubleZero’s planned 2Z ￰2￱ tokens that compensate contributors for physical infrastructure work can be treated as functional tokens, not ￰3￱ reaction was muted: DePIN-related tokens fell ~2% in the past day per CoinGecko market ￰4￱ tokens: SEC no-action clears uncertainty for DoubleZero’s 2Z ￰5￱ COINOTAG analysis, implications, and actionable next ￰6￱ ￰7￱ SEC backed off from DePIN tokens in a rare no-action letter, as the agency’s top brass says it’s not meant to “regulate all economic activity.” The US Securities and Exchange Commission has signalled it will not recommend enforcement action against tokens tied to Decentralized Physical Infrastructure Networks (DePIN) in a specific no-action response to DoubleZero’s token ￰8￱ are DePIN tokens and why did the SEC issue a no-action letter?

DePIN tokens are blockchain tokens designed to incentivize contributors to distributed physical infrastructure (for example, private fiber or hardware). The SEC’s Division of Corporation Finance issued a no-action indication for DoubleZero’s planned 2Z programmatic transfers after concluding the described token mechanics and compensatory model fall outside securities registration ￰9￱ did the SEC define DoubleZero’s 2Z token in its response? The SEC’s chief counsel for the Division of Corporation Finance indicated the described programmatic transfers and the token’s utility characteristics mean the 2Z token is not being presented as a class of equity ￰10￱ points from the agency and stakeholders: Programmatic transfers to contributors were central to the SEC’s ￰11￱ stated its protocol enables access to underutilized private fiber links managed by contributors; tokens are compensation for ￰12￱ Commissioner Hester Peirce emphasized the economic reality of DePIN differs from capital-raising securities.) where ￰13￱ governance: Publish protocols, contributor roles, and distribution mechanics clearly. , "description": "The SEC issued a no-action indication for DoubleZero's 2Z DePIN token, signaling functional infrastructure tokens can be outside securities registration when transfers reward contributors programmatically." , Frequently Asked Questions Are DePIN tokens now exempt from securities laws?

The SEC’s response is specific to the facts ￰14￱ tokens can be treated as non-securities when they function as compensation for infrastructure contributions and feature programmatic, non-investment transfer ￰15￱ immediate steps should DePIN teams take after this ruling? Teams should document token utility and distribution mechanisms, seek legal review, and maintain transparent technical and economic disclosures to support similar regulatory ￰16￱ Takeaways Regulatory clarity: A no-action indication can reduce enforcement risk for well-designed DePIN ￰17￱ matters: Tokens intended as compensation for contributor work and distributed programmatically are more likely to be treated as ￰18￱ the work: Document mechanics, obtain legal review, and prepare disclosures to demonstrate non-security ￰19￱ The SEC’s no-action letter for DoubleZero provides a practical precedent for DePIN tokens when token value arises from contributors’ infrastructure work and transfers occur ￰20￱ will continue tracking regulatory developments and advising teams to document design choices, seek counsel, and prioritize transparent disclosures as next steps.