In a significant development for the blockchain and decentralized technology sectors, U.S. Securities and Exchange Commission (SEC) Commissioner Hester M. Peirce issued a statement on September 29, 2025, accompanying a no-action letter granted to DoubleZero. This letter addresses token distributions in decentralized physical infrastructure networks (DePIN), providing much-needed regulatory clarity that could pave the way for broader adoption and innovation in the space.

DePIN represents a groundbreaking approach to organizing resources and human efforts outside traditional corporate structures. As outlined in Peirce’s remarks, these networks enable participants to provide and consume services such as data storage, telecommunications bandwidth, mapping services, or even regulatory disclosure verification through open, peer-to-peer systems.

Unlike centralized models, DePIN relies on distributed collaboration, where individuals or entities run nodes or provide services in exchange for tokens. These tokens serve as functional incentives to bootstrap and maintain the network, rewarding actual participation rather than functioning as speculative investments. The core of the regulatory clarity stems from the application—or rather, the non-application—of the Howey Test, the longstanding framework used to determine whether an asset qualifies as a security. Peirce emphasizes that DePIN tokens do not meet the criteria of an “investment contract” under Howey, as they are not promises of profits derived from the managerial efforts of others.

Instead, they are programmatically distributed as compensation for services rendered, such as operating a node or sharing bandwidth. This distinction is crucial: DePIN projects are not engaging in traditional fundraising by selling tokens to passive investors expecting returns. By clarifying that these tokens fall outside securities regulations, the no-action letter alleviates concerns that could otherwise stifle network growth.

This guidance is particularly timely as DePIN projects gain traction in sectors like telecommunications, energy, and data management. For instance, projects might incentivize users to deploy hardware for decentralized wireless networks or contribute to global mapping efforts, all coordinated via blockchain protocols. Peirce warns that forcing such activities into existing securities frameworks would suppress innovation, arguing that the SEC’s mandate is to oversee securities markets, not all economic activity.

“Treating such tokens as securities would suppress the growth of networks of distributed providers of services,” she states, highlighting the potential chilling effect of overregulation. The DoubleZero no-action letter exemplifies a proactive regulatory stance, encouraging innovators to focus on building infrastructure rather than navigating legal ambiguities. Peirce calls for the SEC to engage with projects in good faith, listening to how their models operate and applying statutes with precision.

This approach could set a precedent for other DePIN initiatives, fostering an environment where blockchain technology realizes its potential in real-world applications without undue regulatory burdens. Peirce’s statement underscores a broader philosophy: markets, not regulators, should determine the viability of emerging technologies.

Pacioli.ai exemplifies the practical application of DePIN in regulatory disclosures compliance. As a decentralized network, it enables external validation of financial and non-financial disclosures, such as crypto-asset whitepapers under MiCAR and financial statements under USGAAP. Pacioli.ai also automates the creation of machine-readable regulatory disclosures.

Validators operate “Pacioli Nodes” to review disclosures for accuracy, consistency, and compliance, earning rewards in the process. This fosters transparency, reduces costs, and enhances trust, aligning perfectly with Commissioner Peirce’s vision of innovation without undue regulatory burdens.

As DePIN evolves, this clarity may attract more participants and investment, driving the creation of resilient, decentralized infrastructures that benefit society at large. For an industry often plagued by uncertainty, this is a welcome step toward a more innovative future.