The SEC has just issued its second “no-action letter” toward a decentralized physical infrastructure network (DePIN) crypto project in recent months, giving its native token “regulatory cover” from enforcement.
The no-action letter was sent to the Solana DePIN project Fuse, which issues a network token FUSE as a reward to those actively maintaining the network.
Fuse initially submitted a letter to the SEC’s Division of Corporation Finance on Nov. 19, asking for official confirmation that it would not recommend the “SEC take enforcement action” if FUSE tokens continue to be traded on third-party marketplaces.
Fuse also outlined in its letter that FUSE is designed for network utility and consumptive purposes, not for speculation. It can only be redeemed for an average market price via third parties.
“Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel, Fuse offers and sells the Tokens in the manner and under the circumstances described in your letter,” wrote Division of Corporation Finance’s deputy chief counsel, Jonathan Ingram, on Monday.
The latest SEC no-action letter comes just a few months after the SEC issued a similar “highly coveted” letter to Double Zero, which was seen as a result of a new, more crypto-friendly leadership at the SEC.
At the time, DoubleZero co-founder Austin Federa said such letters are common in TradFi but are “very rare” in the crypto space.
“It was a months long process, but we found the SEC to be quite receptive, we found them to be quite professional, quite diligent, there was no crypto animosity.”
The SEC was put under new leadership in April, after Paul Atkins was sworn in as the 34th chairman, and the agency has since been seen taking a more balanced approach to crypto. As part of the leadership, crypto-friendly Hester Peirce also heads up the agency’s crypto task force.
SEC no-action letters are a form of regulatory clarity
Adding to the discussion on X, Rebecca Rettig, a legal representative of Solana MEV infrastructure platform Jito Labs, said that no-action letters are sought after by many crypto projects.
“Why do crypto teams want them? ‘Regulatory clarity.’ If you’re planning to issue a token, a NAL provides reasonable assurance you won’t face immediate enforcement for violations of securities laws. It’s a kind of ‘regulatory cover,’” she wrote.
SEC giving a pass to Fuse wasn’t unexpected: Crypto lawyer
The no-action letter doesn’t necessarily set any new precedents, however.
Commenting on the subject via X on Monday, Consensys lawyer Bill Hughes said this was “an easy case,” given the nature of Fuse’s token.
“The take away is that there is not a lawyer in crypto that would have thought this token was a security. And maybe not even any lawyer who is merely familiar with Howey,” Hughes said.
Crypto founders praise SEC’s new leadership
After an era in which many US crypto founders, businesses and projects said they felt hostility from the SEC under former chair Gary Gensler, the latest interaction with Fuse indicates the agency has dramatically shifted its approach.
Related: SEC to hold privacy and financial surveillance roundtable in December
The same month that Double Zero secured its no-action letter, the SEC also issued a similar no-action letter for crypto-custodians that don’t qualify as banks.
While they still have to meet strict conditions, the no-action letter provides clear guidelines for acceptable ways for these types of firms to operate and deal with crypto, something which the industry has been begging for over the past few years.
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