DePIN Tokens Ruled Outside SEC Jurisdiction in Rare No-Action Letter

• SEC confirms DePIN tokens like 2Z are not securities under U.S. law
• Tokens seen as infrastructure rewards, not speculative investment assets
• Trump-era regulators prioritize digital assets with SEC-CFTC coordination

DePIN tokens received clear regulatory guidance this week after the U.S. Securities and Exchange Commission confirmed they are not securities under federal law. In a rare no-action letter released on September 29, the SEC stated it would not pursue enforcement against DoubleZero Foundation’s planned transfers of its 2Z token.

SEC Clarifies Status of DePIN Tokens

The SEC’s Division of Corporation Finance issued the no-action letter following a legal submission filed on September 25 by DoubleZero’s counsel. The filing explained that 2Z functions as a reward for contributors rather than as a speculative investment. After review, the SEC concluded that the arrangement does not fall within securities laws.

Commissioner Hester Peirce supported the decision, writing that DePIN tokens differ from traditional fundraising mechanisms. She stated these tokens are distributed as compensation for services rendered, not as equity or claims on profits. The statement emphasized that the Howey Test, which traditionally guides securities classifications, is poorly suited to DePIN structures. The SEC confirmed that “the economic reality of DePIN projects differs fundamentally from the capital-raising transactions Congress charged this Commission with regulating.”

Incentives Drive Infrastructure Participation

DoubleZero, a Cayman Islands foundation, operates a blockchain network designed to coordinate contributions of real-world infrastructure. Participants supply resources such as Wi-Fi routers, dashcams, storage units, or renewable energy hardware. In return, they receive 2Z tokens when others utilize their services.

The company’s filing described two types of distributions. First, tokens are allocated to providers ensuring high-performance connectivity. Second, tokens are given to resource providers who calculate and verify payments for those services. According to Commissioner Peirce, classifying such distributions as securities would slow innovation in infrastructure development. At the time of the announcement, the combined market capitalization of DePIN tokens stood at $33 billion, according to CoinMarketCap data.

Regulatory Coordination Under Trump Administration

The release of the no-action letter coincided with a joint roundtable between the SEC and the Commodity Futures Trading Commission. SEC Chair Paul Atkins stated that digital assets are the number one regulatory priority under the Trump administration. Regulators are now focusing on coordination rather than duplication of oversight responsibilities.

Austin Federa, co-founder of DoubleZero and former Solana Foundation strategy lead, said the SEC’s decision shows that collaboration with regulators remains possible while maintaining growth. The ruling on DePIN tokens offers one of the clearest policy signals yet from U.S. regulators, providing a framework for decentralized infrastructure projects operating across the country.