Regulator Signals Shift with No-Action Relief for DoubleZero 2Z Token

U. S. securities regulators have delivered a rare favourable response to a crypto infrastructure startup, granting a “no-action” letter to DoubleZero that clears its 2Z token from immediate enforcement risk under securities laws. The Division of Corporation Finance stated that, based on the facts presented, it would not recommend enforcement action and that the 2Z token need not be registered as a class of equity securities.

The letter, dated 29 September 2025, indicates that the Division accepted the argument that DoubleZero’s programmatic transfers of 2Z tokens—automatic distributions tied to network contribution—fall outside the classic securities framework if conducted as specified. The Division emphasised that its position is fact-sensitive: any deviation from the described token model could alter the assessment.

SEC Chief Counsel Michael Seaman signed the response, and the Division’s stance affirms that, under the conditions laid out by DoubleZero and its counsel, compliance with Sections 5 and 12 of U. S. securities law is not required for this token model. The decision does not amount to a general opt-out for all tokens, but offers a regulatory precedent for projects structured similarly.

Commissioner Hester Peirce, in a public statement accompanying the action, framed the move as a model for how the SEC might engage with innovation without expanding its reach beyond mandates set by Congress. She observed that Decentralized Physical Infrastructure Network projects like DoubleZero differ fundamentally from capital-raising schemes: tokens issued in DePIN networks are intended to incentivise contributors rather than to deliver profits derived from managerial efforts. Peirce argued that applying securities laws to such tokens risks stifling infrastructure growth rather than protecting investors.

DoubleZero’s model reconstructs how blockchain systems interact with underutilised physical fibre infrastructure. Contributors supplying fibre bandwidth or network connectivity can earn 2Z tokens as compensation. The company asserts that these tokens function primarily as utility instruments—facilitating access and rewarding service—not as speculative investments. The SEC’s letter affirms that under its described assumptions, Howey-style securities analysis does not capture this design.

Market response was muted. Tokens in the DePIN ecosystem dipped by around 2 % in the 24 hours following the announcement—suggesting that while the regulatory clarity is a positive signal for builders, traders may be cautious about immediate upside.

Industry stakeholders view this as a potentially transformative moment. Legal and crypto analysts argue that the DoubleZero relief may embolden other infrastructure-oriented projects to seek direct regulatory engagement, rather than assuming hostile enforcement. The letter gives craftable guardrails for teams to align token economic models with functional incentives.

Nevertheless, the relief comes with caveats. The Division reserves the right to reconsider if conditions change. As critics note, this decision does not immunise DePIN tokens universally—each must be evaluated on whether token distribution is truly non-speculative, decentralised, and aligned with service contribution. Projects must maintain transparent, algorithmic issuance plans and avoid marketing that emphasises profits or speculation.