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The SEC’s Division of Corporation Finance issued a no-action letter to DoubleZero confirming that the SEC will not recommend future enforcement action over the "programmatic distribution" of DoubleZero 2Z tokens in a utility-based fashion.
What’s the Scoop?
- No-Action Relief: The SEC has said it won’t pursue enforcement provided 2Z token transfers stay within the programmatic and functional parameters outlined in DoubleZero’s counsel letter.
- Commissioner Commentary: SEC Commissioner
Hester Peirce contends that DePIN tokens differ from fundraising under the Howey Test, arguing they are incentives for infrastructure buildout, not investment contracts. - Industry Reaction: DoubleZero co-founder Austin Federa labeled the decision a “major milestone” for the U.S. digital asset industry, showing founders can achieve clarity without stifling speed.
- Regulatory Caution: No-action letters are unique to the facts and applicant presented, leaving room for a different outcome under different circumstances.
- Impending Launch: The DoubleZero mainnet-beta network, 2Z token, and token functionality will go live Thurs, October 2, at 9:00 A.M. EST.
Proud to share that the @SECGov has issued @DoubleZero a No-Action Letter for 2Z. 🦅🇺🇸
— DoubleZero IBRL/acc (@doublezero) September 29, 2025
The first-of-its-kind No-Action Letter gives us confidence that 2Z does not have to register as a class of “equity securities” and that programmatic flows of 2Z on the DoubleZero network are… pic.twitter.com/gSgiN6tpQj
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