SEC Distinguishes Utility Tokens, Clears DePIN Innovation Path

The U.S. Securities and Exchange Commission (SEC) has issued a landmark no-action letter to DoubleZero, a decentralized physical infrastructure network (DePIN) project, marking a pivotal shift in regulatory clarity for utility-driven blockchain initiatives. The decision, announced on September 29, 2025, confirms that DoubleZero’s token, 2Z, is not classified as a security under current frameworks. This outcome underscores the SEC’s evolving approach to distinguishing between speculative tokens and those designed for functional, real-world utilitySEC Greenlights DoubleZero: A Landmark “No-Action” Letter Reshapes Crypto’s Regulatory Horizon^[1].

The no-action letter, granted by the SEC’s Division of Corporation Finance, concludes that 2Z tokens distributed via DoubleZero’s network do not constitute securities. The agency emphasized that these tokens serve as compensation for services rendered—such as providing bandwidth or storage—rather than representing investments tied to managerial efforts. This aligns with the economic reality of DePIN projects, which incentivize decentralized infrastructure development without relying on traditional investment modelsDoubleZero Receives No-Action Letter for 2Z Token from SEC^[4].

The decision has immediate implications for the DePIN sector, which has faced regulatory uncertainty since the SEC’s aggressive enforcement actions in recent years. By affirming that utility tokens like 2Z need not be registered as securities, the SEC has provided a blueprint for projects seeking to avoid regulatory overreach. This clarity could catalyze innovation in decentralized infrastructure, encouraging developers to focus on building rather than navigating legal ambiguitiesSEC Dismisses Helium Case: Major Win for DePIN Projects^[8].

Market participants have responded positively to the ruling. DoubleZero’s announcement of the no-action letter coincided with heightened interest in DePIN projects, particularly those leveraging underutilized physical infrastructure. The project, which aims to optimize global fiber optic networks, plans to launch its Mainnet on October 2, with 2Z tokens facilitating network operationsSEC Dismisses Claims Helium Sold Unregistered Securities^[7]. Analysts note that the SEC’s decision may reduce legal barriers for similar initiatives, fostering a more innovation-friendly environmentSEC.gov | Deep In: Statement on DoubleZero No-Action Letter^[6].

The regulatory landscape for crypto tokens has further evolved with the dismissal of the SEC’s lawsuit against Helium, another DePIN project. On September 30, the agency abandoned its claims that Helium’s native tokens (HNT, IOT, MOBILE) were unregistered securities. This dismissal, like DoubleZero’s no-action letter, reinforces the SEC’s apparent willingness to differentiate between speculative assets and utility-driven tokens. Helium’s network, which has deployed over 91,000 hotspots globally, now operates without the threat of re-litigation, signaling a broader regulatory shift.

For the broader crypto industry, these developments represent a critical inflection point. The SEC’s actions align with legislative efforts, such as the proposed CLARITY Act, which seeks to codify distinctions between securities and utility tokens. Chairman Paul Atkins has prioritized crypto regulation, stating that fostering innovation while protecting investors remains central to the agency’s mandateSEC.gov | Deep In: Statement on DoubleZero No-Action Letter^[6]. This dual focus may encourage more projects to structure tokens around consumptive use, reducing the risk of enforcement actions.

However, challenges remain. The SEC’s guidance under Staff Legal Bulletin 14M, issued in February 2025, has complicated shareholder proposal reviews, with companies required to demonstrate stronger ties between proposals and their business operationsProxy Season Highlights: What the 2025 No-Action Letter Landscape Tells Us About Preparing for 2026^[2]. While this primarily affects traditional corporate governance, it highlights the SEC’s nuanced approach to balancing regulatory oversight with market flexibility.

In conclusion, the SEC’s no-action letter to DoubleZero and its dismissal of the Helium case signal a maturing regulatory framework for crypto. By prioritizing functional utility over speculative investment, the agency is creating pathways for decentralized infrastructure to thrive. For investors, this clarity may reduce risks associated with regulatory uncertainty, particularly for projects that align with the SEC’s focus on non-security token modelsSEC Greenlights DoubleZero: A Landmark “No-Action” Letter Reshapes Crypto’s Regulatory Horizon^[1]. As legislative and enforcement actions continue to evolve, the crypto sector may see a surge in compliance-driven innovation, reshaping the landscape for both DePIN and meme coin ecosystems.