DoubleZero and the 2Z Token

In its recently issued no-action letter, the SEC stated that there would be no enforcement action against the launch of the 2Z token by DoubleZero. Michael Seaman, Chief Counsel of the SEC’s Division of Corporate Finance, confirmed that the token does not require securities registration.

DoubleZero’s model enables blockchain-based access to underutilized fiber connections managed by network participants. Contributors who help operate and expand this infrastructure are rewarded with 2Z tokens. Co-founder Austin Federa emphasized that the decision demonstrates how regulatory clarity can be achieved through collaboration, not just for DoubleZero but for entrepreneurs across the U.S. Meanwhile, the project’s legal advisor Mari Tomunen argued that the token’s value derives from participants’ efforts, showing that the Howey test does not apply in this case.

SEC’s Message on Regulatory Boundaries

SEC Commissioner Hester Peirce highlighted that DePIN projects represent a distinct economic reality, separate from the capital-raising activities Congress tasked the Commission to oversee. “The SEC was not created to regulate all economic activity,” she noted, underlining the agency’s limits. According to Peirce, DePIN tokens are not investment instruments but functional incentives aimed at promoting infrastructure growth. Classifying them as securities, she warned, would stifle innovation in the sector.

Softer Regulatory Approach and Market Response

In line with the Trump administration’s broader goal of attracting blockchain development to the U.S., the SEC appears to be adopting a more flexible stance toward crypto. The ruling creates a more predictable environment for both startups and investors seeking regulatory clarity.

Despite the significance of the decision, the immediate market reaction was muted. Tokens within the DePIN category saw no major surge, with some recording modest declines in the last 24 hours.

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