Sec Greenlights 2Z Token With Rare No-Action Letter — Is Depin Finally Regulated?
- Notably, the agency also said 2Z does not need to be registered as a class of equity securities under Section 12(g) of the Exchange Act.
- The token’s design, used for value transfer, incentives, and network security rather than equity-like ownership, was central to the SEC’s stance.
- According to Peirce, the economic reality of DePIN projects does not meet the criteria of the Howey Test, which defines securities under U.S.
- Treating these tokens as securities, she warned, would stifle the growth of networks that rely on distributed providers.
What Happened
SEC Clears DoubleZero Token Launch As Peirce Backs DePIN Model
Shortly after the announcement, Commissioner Hester Peirce also released a statement explaining that DoubleZero’s model fits into the category of decentralized physical infrastructure networks, or DePIN.
She emphasized that these projects differ from traditional fundraising because tokens are distributed as compensation for providing services such as bandwidth, storage, or energy, not as investments seeking profit from others’ efforts.
Industry participants view the letter as an important signal for token launches in the United States, where regulatory uncertainty has long slowed development.
BRRR DAO noted that the ruling opens access for crypto firms to traditional finance, including bank loans and institutional funding, echoing XRP’s 2020 legal precedent. Unlike XRP, DoubleZero secured approval before launch, signaling regulators are beginning to separate speculative tokens from those with real utility.
Market Context
Peirce added that blockchain technology should not be forced into frameworks designed for financial markets, stressing that markets, not regulators, should determine the success of infrastructure-based projects.
Meanwhile, 2Z is set to debut on Binance Alpha and Binance Futures on October 2, with trading starting at 12:00 AM UTC and 12:30 AM UTC, respectively.
Why It Matters
The SEC’s no-action letter to DoubleZero marks a pivotal moment for token regulation in the U.S.; however, it is based strictly on the company’s specific disclosures, with the agency warning that different facts could lead to a different outcome.
Details
The U.S. Securities and Exchange Commission (SEC) has issued a No-Action Letter to DoubleZero, confirming that programmatic transfers of its 2Z token will not be treated as securities transactions.
The letter, dated September 29, represents the first public acknowledgment by the SEC that a token tied to blockchain-based Decentralized Physical Infrastructure Networks (DePIN) can be distributed without triggering securities registration requirements.
In the response signed by Michael P. Seaman, chief counsel of the Division of Corporation Finance, the SEC stated it will not recommend enforcement action if DoubleZero conducts 2Z transfers under the framework described by the company’s counsel.
Notably, the agency also said 2Z does not need to be registered as a class of equity securities under Section 12(g) of the Exchange Act.
The SEC chairman also shared his view, noting that the agency is not extending its reach to cover every digital asset but focusing on tokens that clearly fall under securities laws.
For DoubleZero, the ruling validates its four-month engagement with the regulator and offers a green light for contributors and users to participate in the network without fear of securities violations.
The token’s design, used for value transfer, incentives, and network security rather than equity-like ownership, was central to the SEC’s stance.
According to Peirce, the economic reality of DePIN projects does not meet the criteria of the Howey Test, which defines securities under U.S. law. Treating these tokens as securities, she warned, would stifle the growth of networks that rely on distributed providers.
She said the DoubleZero letter illustrates how regulators can engage with innovators in good faith while ensuring compliance with statutory mandates.
Peirce said the no-action letter “offers an opportunity to reflect on how we, as regulators, can foster innovation without expanding our reach beyond what Congress has mandated.”
A Milestone for the Crypto Industry and What Is Next for 2Z?
DoubleZero said the decision opens the way for it to accelerate its goal of building decentralized network infrastructure. Solana also echoed the same sentiment, announcing that DoubleZero is building a dedicated fiber network to scale Solana beyond internet latency limits.
Binance will also hold a limited airdrop for eligible users, while DoubleZero promotes staking as part of its rollout. Together, the regulatory nod and exchange listings mark a turning point for Solana’s ecosystem.
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